Execution Copy CLEAR LAKE CLO, LTD. Issuer, CLEAR LAKE CLO, CORP. Co-Issuer, AND WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of January 18, 2007 COLLATERALIZED LOAN OBLIGATIONS EFTA00596126

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Assumptions as to Pledged Obligations 60 ARTICLE 2 THE SECURITIES Section 2.1 Forms Generally 61 Section 2.2 Forms of Notes and Certificate of Authentication 61 Section 2.3 Authorized Amount: Maturity Date; Denominations 63 Section 2.4 Intentionally Omitted. 64 Section 2.5 Execution. Authentication. Delivery and Dating 65 Section 2.6 Registration. Registration of Transfer and Exchange 65 Section 2.7 Mutilated. Defaced. Destroyed. Lost or Stolen Security 76 Section 2.8 Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved 76 Section 2.9 Persons Deemed Owners 79 Section 2.10 Cancellation 79 Section 2.11 Definitive Notes 80 Section 2.12 Notes Beneficially Owned by Non-Permitted Holders or Non- Permitted ERISA Holders 81 Section 2.13 Tax Purposes 82 Section 2.14 No Gross Up 83 ARTICLE 3 CONDITIONS PRECEDENT Section 3.1 Conditions to Issuance of Notes on Closing Date 83 Section 3.2 Intentionally Omitted. 86 Section 3.3 Custodianship; Delivery of Collateral Obligations and Eligible Investments 88 Section 3.4 Representations and Warranties Concerning Collateral 88 ARTICLE 4 SATISFACTION AND DISCHARGE Section 4.1 Satisfaction and Discharge of Indenture 90 Section 4.2 Application of Trust Money 91 Section 4.3 Repayment of Cash Held by Paying Agent 91 EFTA00596127

Page ARTICLE 5 REMEDIES Section 5.1 Events of Default 92 Section 5.2 Acceleration of Maturity; Rescission and Annulment 93 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee 94 Section 5.4 Remedies 95 Section 5.5 Optional Preservation of Collateral 97 Section 5.6 Trustee May Enforce Claims Without Possession of Notes 98 Section 5.7 Application of Cash Collected 98 Section 5.8 Limitation on Suits 99 Section 5.9 Unconditional Rights of Noteholders to Receive Principal and Interest 99 Section 5.10 Restoration of Rights and Remedies 100 Section 5.11 Rights and Remedies Cumulative 100 Section 5.12 Delay or Omission Not Waiver 100 Section 5.13 Control by Requisite Noteholders 100 Section 5.14 Waiver of Past Defaults 101 Section 5.15 Undertaking for Costs 101 Section 5.16 Waiver of Stay or Extension Laws 102 Section 5.17 Sale of Collateral 102 Section 5.18 Action on the Notes 103 ARTICLE 6 THE TRUSTEE Section 6.1 Certain Duties and Responsibilities 103 Section 6.2 Notice of Default 105 Section 6.3 Certain Rights of Trustee 105 Section 6.4 Not Responsible for Recitals or Issuance of Securities 106 Section 6.5 May Hold Securities 107 Section 6.6 Cash Held in Trust 107 Section 6.7 Compensation and Reimbursement 107 Section 6.8 Corporate Trustee Required; Eligibility 108 Section 6.9 Resignation and Removal; Appointment of Successor 108 Section 6.10 Acceptance of Appointment by Successor 110 Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee 110 ii EFTA00596128

Page Section 6.12 Co-Trustees 110 Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds 112 Section 6.14 Authenticating Agents 112 Section 6.15 Withholding 113 Section 6.16 Fiduciary for Noteholders Only; Agent for Other Secured Parties 113 Section 6.17 Representations and Warranties of the Bank 113 ARTICLE 7 COVENANTS Section 7.1 Payment of Principal and Interest 114 Section 7.2 Maintenance of Office or Agency 114 Section 7.3 Cash for Note Payments to be Held in Trust 115 Section 7.4 Existence of Co-Issuers 117 Section 7.5 Protection of Collateral 118 Section 7.6 Opinions as to Collateral 119 Section 7.7 Performance of Obligations 119 Section 7.8 Negative Covenants 120 Section 7.9 Statement as to Compliance 122 Section 7.10 Co-Issuers May Consolidate, etc., Only on Certain Terms 122 Section 7.11 Successor Substituted 123 Section 7.12 No Other Business 124 Section 7.13 Irish Listing 124 Section 7.14 Reaffirmation of Rating; Ongoing Rating Surveillance 124 Section 7.15 Reporting 125 Section 7.16 Calculation Agent 125 Section 7.17 Certain Tax Matters 126 Section 7.18 DTC and Related Actions 127 Section 7.19 Ramp-Up Period 128 ARTICLE 8 SUPPLEMENTAL INDENTURES Section 8.1 Supplemental Indentures Without Consent of Holders of Securities 129 Section 8.2 Supplemental Indentures With Consent of Holders of Notes 131 Section 8.3 Execution of Supplemental Indentures 132 Section 8.4 Effect of Supplemental Indentures 133 Section 8.5 Reference in Securities to Supplemental Indentures 133 iii EFTA00596129

Ngs ARTICLE 9 REDEMPTION OF NOTES/REPURCHASE OF NOTES Section 9.1 Mandatory Redemption 133 Section 9.2 Optional Redemption 133 Section 9.3 Redemption Procedures 134 Section 9.4 Notes Payable on Redemption Date 135 Section 9.5 Special Redemption 136 ARTICLE 10 ACCOUNTS, ACCOUNTINGS AND RELEASES Section 10.1 Collection of Cash 136 Section 10.2 Collection Account; Custodial Account 137 Section 10.3 Payment Account 140 Section 10.4 Expense Reserve Account 140 Section 10.5 Revolving Reserve Account: Ramp-Up Account; Synthetic Security Counterparty Accounts; Synthetic Security Issuer Accounts 140 Section 10.6 Accountings 144 Section 10.7 Release of Collateral 148 Section 10.8 Independent Accountants 149 Section 10.9 Reports to Rating Agencies 150 ARTICLE 11 APPLICATION OF MONIES Section 11.1 Disbursements of Cash from Payment Account 150 ARTICLE 12 SALE OF COLLATERAL OBLIGATIONS: PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS Section 12.1 Sales of Collateral Obligations 154 Section 12.2 Purchase of Additional Collateral Obligations 156 Section 12.3 Certain Restrictions 157 ARTICLE 13 NOTEHOLDERS' RELATIONS Section 13.1 Subordination 158 Section 13.2 Standard of Conduct 159 ARTICLE 14 MISCELLANEOUS Section 14.1 Form of Documents Delivered to Trustee 159 iv EFTA00596130

Page Section 14.2 Acts of Holders 160 Section 14.3 Notices, etc., to Trustee, the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Administrator, each Rating Agency and the Irish Paying Listing Agent 160 Section 14.4 Notices to Holders; Waiver 162 Section 14.5 Effect of Headings and Table of Contents 163 Section 14.6 Successors and Assigns 163 Section 14.7 Separability 163 Section 14.8 Benefits of Indenture 163 Section 14.9 Intentionally Omitted 163 Section 14.10 Governing Law 163 Section 14.11 Submission to Jurisdiction 163 Section 14.12 Process Agents 164 Section 14.13 Counterparts 164 Section 14.14 Acts of Issuer 164 ARTICLE 15 ASSIGNMENT OF CERTAIN AGREEMENTS Section 15.1 Assignment of Collateral Management Agreement 164 EFTA00596131

Schedule I Schedule 2 Schedule 3 Schedule 4 Schedule 5 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I — Collateral Obligations — Moody's Industry Classification Group List — Industry Classifications — Diversity Score Calculation — Calculation of LIBOR — Forms of Notes A- I-Form of Rule 144A Global Note A-2-Form of Temporary Regulation S Global Note A-3-Form of Regulation S Global Note A-4-Form of Certificated Income Note — Forms of Note Transfer and Exchange Certificates B-I -Form of Transfer Certificate for Rule I44A Global Note to Temporary Regulation S Global Note or Regulation S Global Note B-2-Form of Transfer Certificate for Temporary Regulation S Global Note or Regulation S Global Note to Rule 144A Global Note B-3 Form of Transfer Certificate for Certificated Income Note to Regulation S Global Note B-4 Form of Transferee Certificate for Certificated Income Notes — Form of Cleary Gottlieb Steen & Hamilton LLP Opinions — Form of Walkers Opinion — Form of Trustee Counsel Opinion — Form of Collateral Manager Counsel Opinion — Form of Account Agreement — Form of Important Notice to DTC Participants — Form of Report Notice vi EFTA00596132

INDENTURE, dated as of January 18, 2007, among Clear Lake CLO, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), Clear Lake CLO, Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers") and Wells Fargo Bank, National Association, a national banking association, as trustee (herein, together with its permitted successors in the trusts hereunder, the "Trustee"). PRELIMINARY STATEMENT The Co-Issuers are duly authorized to execute and deliver this Indenture to provide for the Securities issuable as provided in this Indenture. Except as otherwise provided herein, all covenants and agreements made by the Co-Issuers herein are for the benefit and security of the Noteholders and the Trustee. The Co-Issuers are entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary to make this Indenture a valid agreement of the Co-Issuers in accordance with the agreement's terms have been done. GRANTING CLAUSES The Issuer hereby Grants to the Trustee, for the benefit and security of the Noteholders, the Collateral Manager, the Collateral Administrator and the Trustee (collectively, the "Secured Parties") all of its right, tide and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising (the "Collateral"): (a) any Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and Eligible Investments which the Issuer causes to be delivered to the Trustee (directly or through an intermediary or bailee) herewith or in the future and all payments thereon or with respect thereto; (b) (i) the Payment Account, (ii) the Collection Account, (iii) the Revolving Reserve Account, (iv) the Synthetic Security Counterparty Accounts (subject to the rights of any Synthetic Security Counterparty in any such Synthetic Security Counterparty Accounts), (v) the Expense Reserve Account, (vi) the Synthetic Security Issuer Accounts, (vii) the Ramp-Up Account and (viii) the Custodial Account, (each an "Account" and collectively, the "Accounts") any Collateral Obligations or Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds therein; (c) the Collateral Management Agreement as set forth in Article 15 hereof, and the Collateral Administration Agreement; (d) all Cash delivered to the Trustee (or its bailee); (e) all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights (each as defined in the applicable Uniform Commercial Code) and other supporting obligations relating to the foregoing; and EFTA00596133

(f) all proceeds (as defined in the applicable Uniform Commercial Code) with respect to the foregoing; provided that the Collateral shall not include the Excluded Property. Such Grant is made, however, in trust, to secure the Notes and other obligations listed in the following paragraph. In accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by such Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as expressly provided in this Indenture. Such Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture: (i) the payment of all amounts due on the Notes in accordance with their terms; (ii) the payment of all other sums payable under this Indenture; and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture (the "Secured Obligations"). Such Grant shall, for the purpose of determining the property subject to the lien created by such Grant, be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Issuer whether or not such securities or investments satisfy the criteria set forth in the definitions of "Collateral Obligation" or "Eligible Investments," as the case may be. The Trustee acknowledges the Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein to the best of its ability such that the interests of the Noteholders may be adequately and effectively protected. ARTICLE 1 DEFINITIONS Section 1.1 Definitions. Except as otherwise specified herein or as the context may otherwise require, the following 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 of such terms and to the masculine, feminine and neuter genders of such terms. The word "including" shall mean "including without limitation." Whenever any reference is made to an amount the determination of which is governed by Section 1.2, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in the particular provision. All references in this Indenture to designated "Articles," "Sections," "Subsections" and other subdivisions are to the designated articles, sections, subsections and other subdivisions of this Indenture. The words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular article, section, subsection or other subdivision. "Account" or "Accounts": The meaning assigned in the first granting clause hereof. 2 EFTA00596134

"Account Agreement": An agreement in substantially the form of Exhibit G hereto. "Accountants' Certificate": A certificate of a firm of Independent certified public accountants of national reputation appointed by the Issuer pursuant to Section 10.8, which may be the firm of Independent Accountants that performs certain accounting services for the Issuer or the Collateral Manager. "Accredited Investor": An "accredited investor" as defined in Rule 501(a) under the Securities Act. "Mt" and "Act of Holders": The meanings specified in Section 14.2. "Administration Agreement": An agreement between the Administrator and the Issuer relating to the various corporate and administrative functions the Administrator will perform on behalf of the Issuer, including communications with shareholders, and the provision of certain clerical, administrative and other services in the Cayman Islands until termination of the Administration Agreement. "Administrative Expenses": Amounts due from or accrued for the account of the Issuer or the Co-Issuer to, in the following order of priority, (i) any Person in respect of any governmental fee, charge or tax imposed on or applicable to the Issuer (including all filing, registration and annual return fees payable to the Cayman Islands' government and registered office fees); (ii) the Trustee for any amount owed to the Trustee under the Indenture (other than under Section 6.7(a)(iii) of the Indenture); (iii) the Collateral Administrator for the Collateral Administrator Fee and Collateral Administrator Expenses; (iv) ordinary fees and ordinary expenses of the Rating Agencies in connection with the rating of the Securities, including fees for any credit estimates and ongoing surveillance fees, and the ordinary fees and ordinary expenses of the Independent Accountants appointed under Section 10.8; (v) the Trustee for amounts owed to the Trustee under Section 6.7(a)(iii) of the Indenture; (vi) the Administrator as provided in the Administration Agreement; and (vii) any other Person in respect of any other expenses permitted under the Indenture and the documents delivered pursuant to or in connection with the Indenture, the Collateral Administration Agreement and the Securities and any other expenses and indemnification obligations of the Co-Issuers including, without limitation, expenses and indemnification obligations (but not fees) owed to the Collateral Manager; provided, however, that Administrative Expenses shall not include any amounts due or accrued with respect to actions taken on or prior to the Closing Date, which amounts will be payable only from the Expense Reserve Account. "Administrator": Walkers SPV Limited or any successor. "Affiliate" or "Affiliated": With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of this definition, (i) the management of an account by one Person for the benefit of any other Person shall not 3 EFTA00596135

constitute "control" of such other Person and (ii) with respect to the Issuer, "Affiliate" does not include the Administrator or any entities which the Administrator controls or administers. "Agent Members": Members of, or participants in, a Depositary. "Aggregate Principal Amount": With respect to any date of determination, (a) when used with respect to any Class or Classes of Securities as a whole (or any specified Securities of any such Class), the original principal amount of such Class or Classes (or of such specified Securities, as applicable) reduced, in the case of the Senior Notes only, by all prior payments, if any, made with respect to the principal of such Class or Classes (or such specified Senior Notes), (b) when used with respect to all of the Senior Notes, the sum of (i) the Aggregate Principal Amount of the Class A-1 Notes, (ii) the Aggregate Principal Amount of the Class A-2 Notes, (iii) the Aggregate Principal Amount of the Class B Notes, (iv) the Aggregate Principal Amount of the Class C Notes and (v) the Aggregate Principal Amount of the Class D Notes and (c) when used with respect to all of the Notes, the sum of (i) the Aggregate Principal Amount of the Senior Notes and (ii) the Aggregate Principal Amount of the Income Notes. "Aggregate Principal Balance": When used with respect to the Collateral Obligations or the Eligible Investments, the sum of the Principal Balances of all the Collateral Obligations or Eligible Investments, respectively. When used with respect to a portion of the Collateral Obligations or Eligible Investments, the sum of the Principal Balances of that portion of the Collateral Obligations or Eligible Investments. "Aggregate Unfunded Amount": As of any date of determination, the aggregate Unfunded Portions with respect to all Revolving Loans held by the Issuer as of such date. "Applicable Advance Rate": For each Collateral Obligation and for the applicable number of Business Days between the certification date for a sale required by Section 9.2 and the expected date of such sale, the percentage specified below: Moody's Senior Secured Loans with a Market Value: 1-2 days 3-5 days 6-15 days of 90% or more 93% 92% 88% below 90% 80% 73% 60% Other Collateral Obligations with a Moody's Rating of at least "B3" and a Market Value of 90% or more 89% 85% 75% All other Collateral Obligations 75% 65% 45% "Applicable Issuer" or "Applicable Issuers": With respect to the Class A Notes, the Class B Notes and the Class C Notes, each of the Co-Issuers and with respect to the Class D Notes and the Income Notes, the Issuer only. "Assumed Reinvestment Rate": With respect to any account securing the Notes, the greater of (i) zero and (ii) LIBOR (as determined on the most recent LIBOR Determination Date) minus 0.25% per annum. 4 EFTA00596136

"Authenticating Agent": With respect to the Securities or a Class of Securities, the Person designated by the Trustee to authenticate such Securities on behalf of the Trustee pursuant to Section 6.14 hereof "Authorized Denomination": The meaning specified in Section 2.3. "Authorized Officer: With respect to the Issuer or the Co-Issuer, any Officer or any other Person who is authorized to act for the Issuer or the Co-Issuer, as applicable, in matters relating to, and binding upon, the Issuer or the Co-Issuer, which, for the avoidance of doubt, shall include any duly appointed attorney-in-fact. With respect to the Collateral Manager, any Officer, employee, member, manager or agent of the Collateral Manager who is authorized to act for the Collateral Manager in matters relating to, and binding upon, the Collateral Manager with respect to the subject matter of the request, certificate or order in question. With respect to the Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary. "Bank": Wells Fargo Bank, National Association, a national banking association, in its individual capacity and not as Trustee, or any successor thereto. "Bankruptcy Code": The United States Bankruptcy Code, Title I I of the United States Code, as amended. "Bankruptcy Law": The U.S. Bankruptcy Code, as amended from time to time, and Part V of the Companies Law (2004 Revision) of the Cayman Islands, as amended from time to time. "Benefit Plan Investor": A "benefit plan investor" within the meaning of 29 C.F.R. Section 2510.3-101(0(2) as modified by Section 3(42) of ERISA. "Board of Directors": With respect to the Issuer, the duly appointed directors of the Issuer, and with respect to the Co-Issuer, the duly appointed directors of the Co-Issuer. "Board Resolution": With respect to the Issuer, a resolution of the Board of Directors of the Issuer and, with respect to the Co-Issuer, a resolution of the Board of Directors of the Co-Issuer. "Bond": A debt obligation (other than a Structured Finance Obligation) in the form of, or represented by, a bond, note (other than notes delivered pursuant to Loans) or other debt security. "Break-Even Default Rate": For any Class of Senior Notes as of any time, the maximum Aggregate Principal Balance of Defaulted Obligations (expressed as a percentage of the Aggregate Principal Balance of all Collateral Obligations) which the Current Portfolio or the Proposed Portfolio, as applicable, can sustain as determined through application of the CDO Monitor, which, after giving effect to assumptions on recoveries and timing and the 5 EFTA00596137

Priority of Payments, will result in sufficient funds remaining (i) in the case of the Class A Notes, for the timely payment of interest and ultimate payment of principal on such Class, and (ii) in the case of any other Class of Senior Notes, for the ultimate payment of principal and interest on such Class. "Business Day": (i) Any day that is not a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close in New York City or the city of the Corporate Trust Office of the Trustee or, in the case of the final payment of principal of a Security, the place of presentation of such Security or (ii) for the sole purpose of the determination of LIBOR Determination Dates, any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market. To the extent action is required of the Paying Agent in Ireland, Dublin, Ireland will be considered in determining "Business Day" for purposes of determining when such Paying Agent action is required. "Caa Collateral Obligation": A Collateral Obligation (other than a Defaulted Obligation) with a Moody's Obligation Rating of "Caal" or lower. "Caa Excess": The Excess, if any, by which (i) the Aggregate Principal Balance of Caa Collateral Obligations exceeds (ii) 7.5% of the Collateral Principal Amount; provided that in determining which of the Caa Collateral Obligations shall be included in the Caa Excess, the Caa Collateral Obligations with the lowest Market Value shall be deemed to constitute such Caa Excess. "Caa/CCC Excess": The greater of the Caa Excess or the CCC Excess. "Calculation Agent": The meaning specified in Section 7.16. "Cash": Such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts. "CCC Collateral Obli ation": A Collateral Obligation (other than a Defaulted Obligation) with an Rating of "CCC+" or lower . "CCC Excess": The Excess, if any, by which (i) the Aggregate Principal Balance of CCC Collateral Obligations exceeds (ii) 7.5% of the Collateral Principal Amount; provided that in determining which of the CCC Collateral Obligations shall be included in the CCC Excess, the CCC Collateral Obligations with the lowest Market Value shall be deemed to constitute such CCC Excess. "Certificate of Authentication": The meaning specified in Section 2.1. "Certificated Income Note": The meaning specified in Section 2.2(e) "Certificated Note": The meaning specified in Section 2.2(e). "Certificated Security": The meaning specified in Section 8-102(a)(4) of the UCC. 6 EFTA00596138

"Class": When referring to the Notes or Securities, Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes and/or the Income Notes, as appropriate. "Class A Coverage Tests": The Overcollateralization Test and the Interest Coverage Test, each as applied with respect to the Class A Notes. "Class A Notes": The Class A-I Notes and the Class A-2 Notes, collectively. "Class A-1 Interest Amount": With respect to a Payment Date, (a) the product of (i) the Aggregate Principal Amount of the Class A-I Notes at the beginning of the relevant Periodic Interest Accrual Period plus the amount of any unpaid Class A-1 Interest Amount from the prior Payment Date, (ii) the Class A-1 Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360 plus (b) the amount of any unpaid Class A-1 Interest Amount from the prior Payment Date. "Class A-I Interest Rate": The annual interest rate accruing on the Class A-I Notes equal to LIBOR plus the applicable spread specified in Section 2.3. "Class A-1 Notes": The Class A-1 Floating Rate Senior Notes issued by the Co- Issuers pursuant to this Indenture and having the characteristics specified in Section 2.3. "Class A-2 Interest Amount": With respect to a Payment Date, (a) the product of (i) the Aggregate Principal Amount of the Class A-2 Notes as of the beginning of the relevant Periodic Interest Accrual Period plus the amount of any unpaid Class A-2 Interest Amount from the prior Payment Date, (ii) the Class A-2 Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360 plus (b) the amount of any unpaid Class A-2 Interest Amount from the prior Payment Date. "Class A-2 Interest Rate": The annual interest rate accruing on the Class A-2 Notes equal to LIBOR trs the applicable spread specified in Section 2.3. "Class A-2 Notes": The Class A-2 Floating Rate Senior Notes issued by the Co- Issuers pursuant to this Indenture and having the characteristics specified in Section 2.3. "Class B Coverage Tests": The Overcollateralization Test and the Interest Coverage Test, each as applied with respect to the Class B Notes. "Class B Interest Amount": With respect to a Payment Date, the product of (i) the Aggregate Principal Amount of the Class B Notes as of the beginning of the relevant Periodic Interest Accrual Period plus the aggregate Deferred Interest with respect to the Class B Notes after the preceding Payment Date, (ii) the Class B Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360. "Class B Interest Rate": The annual interest rate accruing on the Class B Notes equal to LIBOR Om the applicable spread specified in Section 2.3. "Class B Notes": The Class B Floating Rate Deferrable Senior Subordinate Notes issued by the Co-Issuers pursuant to this Indenture and having the characteristics specified in Section 2.3. 7 EFTA00596139

"Class C Coverage Tests": The Overcollateralization Test and the Interest Coverage Test, each as applied with respect to the Class C Notes. "Class C Interest Amount": With respect to a Payment Date, the product of (i) the Aggregate Principal Amount of the Class C Notes as of the beginning of the relevant Periodic Interest Accrual Period plus the aggregate Deferred Interest with respect to the Class C Notes after the preceding Payment Date, (ii) the Class C Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360. "Class C Interest Rate": The annual interest rate accruing on the Class C Notes equal to LIBOR p the applicable spread specified in Section 2.3. "Class C Notes": The Class C Floating Rate Deferrable Senior Subordinate Notes issued by the Co-Issuers pursuant to this Indenture and having the characteristics specified in Section 2.3. "Class D Coverage Tests": The Overcollateralization Test and the Interest Coverage Test, each as applied with respect to the Class D Notes. "Class D Interest Amount": With respect to a Payment Date, the product of (i) the Aggregate Principal Amount of the Class D Notes as of the beginning of the relevant Periodic Interest Accrual Period plus the aggregate Deferred Interest with respect to the Class D Notes after the preceding Payment Date, (ii) the Class D Interest Rate for such period, (iii) the actual number of days in such period and (iv) 1/360. "Class D Interest Rate": The annual interest rate accruing on the Class D Notes equal to LIBOR Wig the applicable spread specified in Section 2.3. "Class D Notes": The Class D Floating Rate Deferrable Subordinate Notes issued by the Issuer pursuant to this Indenture and having the characteristics specified in Section 2.3. "Clearing Agency": A "clearing agency" as defined in Section I7A of the Exchange Act. "Clearing Corporation": (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) any entity included within the meaning of "clearing corporation" under the UCC. "Clearing Corporation Security": A Collateral Obligation that is a Financial Asset that is (i) in bearer form or (ii) registered in the name of a Clearing Corporation or the nominee of such Clearing Corporation and, if a Certificated Security, is held in the custody of such Clearing Corporation. "Clearstream": Clearstream Banking, sociite anonyme, a corporation organized under the laws of the Duchy of Luxembourg, or any successor thereto. "Closing Date": January 18, 2007. "Code": The United States Internal Revenue Code of 1986, as amended, and any successor statute thereto. 8 EFTA00596140

"Co-Issuer": The Person named as such on the first page of this Indenture until a successor Person shall have become the Co-Issuer pursuant to the applicable provisions of this Indenture, and thereafter "Co-Issuer" shall mean such successor Person. "Co-Issuers": The Issuer and the Co-Issuer. "Collateral": The meaning specified in the Granting Clauses hereof. "Collateral Administration Agreement": The Collateral Administration Agreement, dated as of the Closing Date, among the Issuer, the Collateral Manager and the Collateral Administrator, as amended from time to time. "Collateral Administrator": The Bank in its capacity as such under the Collateral Administration Agreement, and its permitted successors. "Collateral Administrator Expenses": Amounts owed to the Collateral Administrator in any Collection Period, other than those included within the Collateral Administrator Fee, pursuant to the Collateral Administration Agreement. "Collateral Administrator Fee": Fees payable to the Collateral Administrator for the performance of the Collateral Administrator's obligations under the Collateral Administration Agreement. "Collateral Interest Amount": As of any date of determination, the aggregate amount of Interest Proceeds that have been received or are reasonably expected to be received, in each case during the Collection Period in which such date of determination occurs. "Collateral Management Agreement": The Management Agreement, dated as of the Closing Date, between the Issuer and the Collateral Manager, as amended from time to time. "Collateral Manager": Jefferies Capital Management, Inc., until a successor Person shall have become the Collateral Manager pursuant to the provisions of the Collateral Management Agreement, and thereafter "Collateral Manager" shall mean such successor Person. "Collateral Obligation": An obligation that, as of the date of purchase by the Issuer (or entry into a commitment to purchase by the Issuer), is (i) a Term Loan or a participation in a Term Loan, (ii) a Revolving Loan or a participation in a Revolving Loan, (iii) a Structured Finance Obligation, (iv) a Bond or (v) a Synthetic Security (provided that, in the case of (i), (ii), (iii) or (iv), such obligation, and in the case of (v), the relevant underlying obligation and, where indicated, the Synthetic Security itself, satisfies the Collateral Obligation Eligibility Criteria as of such date) and has been Delivered to the trustee as Collateral hereunder. "Collateral Obligation Eligibility Criteria": The following criteria: (a) The obligation is denominated and payable only in U.S. Dollars. 9 EFTA00596141

(b) The terms of the obligation do not provide for such obligation to be converted or exchanged at any time into any Equity Security or any other security or asset that is characterized as equity for U.S. federal income tax purposes. (c) The obligation (a) has a Moody's Rating (including any estimated or confidential rating which is in respect of the full obligation of the Obligor and which is monitored) and (b) has an. Rating (including any confidential rating which is in respect of the full obligation of the Obligor and which is monitored and in relation to which consent to disclosure has been provided to by the related Obligor), which Rating does not have a "p", "pi", "q", "r", or "t" subscript. (d) The obligation is not a Defaulted Obligation, Equity Security or Credit Risk Obligation. (e) The related Obligor is the borrower, issuer or guarantor in respect of such obligation. (f) The obligation (except in the case of a Bond or Structured Finance Obligation) is not subordinated by its terms to other indebtedness for borrowed money of the applicable Obligor; provided that, for the avoidance of doubt, this clause will not prohibit the purchase of Subordinated Lien Loans or unsecured Loans. (g) The obligation (a) bears simple interest payable in cash no less frequently than annually at a fixed or floating rate that is paid on a periodic basis on an unleveraged basis and, in the case of a floating rate, computed on a benchmark interest rate plus or minus a spread, if any (which may vary under the terms of the obligation) and (b) does not by its terms permit the deferral of the payment of interest in cash thereon, including, without limitation, by providing for the payment of interest through the issuance of additional debt securities identical to such debt security or through additions to the principal amount thereof for a specified period in the future or for the remainder of its life or by capitalizing interest due on such debt security as principal (except in the case of a PIK Obligation). With respect to an obligation that provides for the payment of interest at a floating rate, such floating rate is determined by reference to the U.S. Dollar prime rate or other base rate, London interbank offered rate or similar interbank offered rate, commercial deposit rate or any other index for which Rating Confirmation has been received. (h) The obligation is not subject to an outstanding offer to be acquired, exchanged or tendered. (i) Except in the case of a Synthetic Security, the obligation provides for payment of a fixed amount of principal payable in cash according to a fixed schedule (which may include optional call dates) and at stated maturity thereof. The payment or repayment of the principal, if any, of the obligation is not an amount determined by reference to any formula or index or subject to any contingency under the terms thereof (except in the case of a Synthetic Security). 10 EFTA00596142

(j) The obligation will not subject the Issuer, with respect to payments due under its terms or proceeds of its disposal, to a withholding tax (other than withholding taxes with respect to commitment and similar fees associated with Collateral Obligations constituting Revolving Loans or participations in Revolving Loans), unless the obligor or issuer must make additional payments so that the net amounts received by the Issuer after satisfaction of such tax is the amount due to the Issuer before the imposition of any such withholding tax. (k) The Obligor is Domiciled in an Eligible Country. (1) The obligation is not a Loan that is an obligation of a debtor in possession or a trustee for a debtor in an insolvency proceeding other than a Current Pay Obligation or a DIP Loan. (m) In the case of an obligation that is a participation in a Term Loan or Revolving Loan, the participation seller has an issuer credit rating (long-term senior unsecured rating) by Moodaof at least "A3" and an issuer credit rating (long-term senior unsecured rating) by of at least "A". (n) The obligation does not constitute Margin Stock or a Margin Loan. (o) The obligation is not a Zero-Coupon Obligation or a Step-up Obligation. (p) In the case of a Synthetic Security, the Synthetic Security Counterparty or issuer, as the case may be, has a long-term senior unsecured rating by Moody's of at least "Al", and if rated "Al" by Moody's, such rating is not on watch for downgrade, and a long-term senior unsecured rating by. of at least "A+". (q) The obligation is treated for U.S. federal income tax purposes as indebtedness. (r) In the case of an obligation issued by a U.S. obligor, the obligation is in registered form within the meaning of Sections 871(h)(2)(B)(i) and 881(c)(2)(B)(i) of the Code. (s) The obligation will not cause the Issuer to be deemed to have participated in the negotiation of the terms of a primary loan origination for U.S. tax purposes. (t) In the case of a PIK Obligation (other than a Partial PIK Obligation), no interest has been deferred or capitalized with respect thereto. (u) In the case of a Structured Finance Obligation, neither the Collateral Manager nor any of its Affiliates is an investment manager or investment adviser for the issuer thereof. (v) The obligation is eligible under its Reference Instrument to be purchased by the Issuer and pledged to the Trustee. 11 EFTA00596143

"Collateral Principal Amount": As of any date of determination, the sum of (a) the Aggregate Principal Balance of the Collateral Obligations (other than (i) Defaulted Obligations and (ii) Deferring PIK Obligations), (b) without duplication, the amounts on deposit in the Collection Account and the Ramp-Up Account (inclucS Eligible Investments therein) representing Principal Proceeds and (c) the lesser of the (i) Collateral Value of all Defaulted Obligations and all Deferring PIK Obligations and (ii) Moody's Collateral Value of all Defaulted Obligations and all Deferring PIK Obligations. "Collateral Quality Test": A test that will be satisfied if, as of any date of determination, in the aggregate, the Collateral Obligations owned (or, if the Collateral Quality Test is applied in connection with a proposed purchase of a Collateral Obligation, proposed to be owned) by the Issuer comply with all of the requirements set forth below: (i) The Grid Test is satisfied; (ii) The Weighted Average Life Test is satisfied; (iii) The Weighted Average Recovery Rate is at least 54.50%; (iv) The Moody's Weighted Average Recovery Rate is at least 44.25%; (v) The Weighted Average Fixed Coupon is at least equal to 7.25% per annum; and (vi) The CDO Monitor Test is satisfied. Notwithstanding anything to the contrary herein, the Collateral Quality Test shall not apply during the Ramp-Up Period. "Collection Account": The trust account established pursuant to Section 10.2(a). "Collection Period": (i) For the first Payment Date, the period from and including the Closing Date to and including the Determination Date related to such Payment Date and (ii) for each Payment Date thereafter, the period from but excluding the Determination Date related to the prior Payment Date to and including the Determination Date related to such Payment Date; provided that the final Collection Period shall end on and include the Business Day immediately prior to the Maturity Date (or, if applicable, the Optional Redemption Date). "Controlling Class": The Class A-1 Notes, so long as any Class A-1 Notes are outstanding; then the Class A-2 Notes, so long as any Class A-2 Notes are outstanding; then the Class B Notes, so long as any Class B Notes are outstanding; then the Class C Notes, so long as any Class C Notes are outstanding; then the Class D Notes, so long as any Class D Notes are outstanding; and then the Income Notes, so long as any Income Notes are outstanding. "Controlling Person": A Person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Issuer or that provides investment advice for a fee (direct or indirect) with respect to such assets (or any "affiliate" of such a Person) within the meaning of 29 C.F.R. 2510.3-101(O(3)). 12 EFTA00596144

"Corporate Trust Office": The principal corporate trust office of the Trustee, currently located at (i) for note transfer purposes, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—Clear Lake CLO, Ltd., and (ii) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: CDO Trust Services—Clear Lake CLO, Ltd., or such other address as the Trustee may designate from time to time by notice to the Holders in accordance with Section 14.4 and to the Collateral Manager and the Issuer in accordance with Section 14.3 or the principal corporate trust office of any successor Trustee. "Coverage Tests": The Interest Coverage Tests and the Overcollateralization Tests. "Credit Improved Obligation": A Collateral Obligation that, in the sole judgment of the Collateral Manager, has a market price that is greater than the price that is warranted by its terms and credit characteristics; provided that if the rating by Moody's of (a) any of the Class A Notes has been withdrawn or downgraded by one or more rating subcategories from that in effect on the Closing Date (unless such rating has been reinstated to the rating assigned on the Closing Date) or (b) any other Class of Senior Notes has been withdrawn or downgraded by two or more rating subcategories from that in effect on the Closing Date (unless such rating subsequently has been reinstated or upgraded to at least one rating subcategory below that in effect on the Closing Date), then such Collateral Obligation will be considered a Credit Improved Obligation only if in the reasonable commercial judgment of the Collateral Manager it has improved in credit quality since the time of its acquisition and (i) such Collateral Obligation has been upgraded by Moody's or III by one or more rating subcategories since its purchase or has been placed on and is remaining, as of the date of the proposed sale thereof, on a watchlist for possible upgrade by Moody's or since its purchase, (ii) the coupon on such Collateral Obligation has been decreased under the terms thereof as a result of restoration of compliance with a covenant or test or the occurrence of an event or circumstance relating to the Obligor thereon or (iii) such Collateral Obligation has experienced a decrease in credit spread of 0.50% or more (on an absolute rather than a relative basis) compared to the credit spread at the time such Collateral Obligation was acquired, determined by reference to an appropriate Eligible Index selected by the Collateral Manager. "Credit Risk Obligation": A Collateral Obligation that, in the sole judgment of the Collateral Manager (which judgment shall not be questioned as a result of subsequent events), is likely to decline in credit quality; provided that if the rating by Moody's of (a) any of the Class A Notes has been withdrawn or downgraded by one or more rating subcategories from that in effect on the Closing Date (unless such rating has been reinstated to the rating assigned on the Closing Date) or (b) any other Class of Senior Notes has been withdrawn or downgraded by two or more rating subcategories from that in effect on the Closing Date (unless such rating subsequently has been reinstated or upgraded to at least one rating subcategory below that in effect on the Closing Date), then such Collateral Obligation will be considered a Credit Risk Obligation only if in the reasonable commercial judgment of the Collateral Manager it has a significant risk of declininiicredit quality and (i) such Collateral Obligation has been downgraded by Moody's or by one or more rating subcategories since its purchase or has been placed on and is remaining, as of the date of the proposed sale thereof, on a watchlist for possible downgrade by Moody's or since its purchase, (ii) the coupon on such Collateral Obligation has been increased under the terms thereof as a result of a failure to satisfy a covenant 13 EFTA00596145

or test or the occurrence of an event or circumstance relating to the Obligor thereon or (iii) such Collateral Obligation has experienced an increase in credit spread of 0.50% or more (on an absolute rather than a relative basis) compared to the credit spread at the time such Collateral Obligation was acquired, determined by reference to an appropriate Eligible Index selected by the Collateral Manager. "Current Pay Obligation": A Collateral Obligation with respect to which (i) a bankruptcy (as specified in clause (i)(d) of the definition of Defaulted Obligation) has occurred, (ii) no default as to the payment of principal or interest is then continuing, (iii) no interest has been deferred or capitalized under the terms thereof, (iv) if the Moody's rating (including an estimated or private rating, and subject to adjustment as provided in "Moody's Rating" (or the definitions referenced therein) for obligations on "watchlist" for upgrade or downgrade) of such obligation is at least "Caal", the Market Value of the obligation as determined by the Collateral Manager is at least equal to 80% of the principal balance thereof, (v) if the Moody's rating (including an estimated or private rating, and subject to adjustment as provided in "Moody's Rating" for obligations on "watchlist" for upgrade or downgrade) of such obligation is at least "Caa2", the Market Value of the obligation is at least equal to 85% of the principal balance thereof (and, for the avoidance of doubt, if such Moody's rating is less than "Caa2", the obligation may not be treated as a Current Pay Obligation), provided that if the Moody's rating of the obligation has been withdrawn but the obligation had a Moody's rating (including an estimated or private rating, and subject to adjustment as provided in "Moody's Rating" for obligations on "watchlist" for upgrade or downgrade) of at least "Caa2" at the time of default, such obligation may be treated as a Current Pay Obligation if its Market Value is at least equal to 85% of the principal balance thereof), (vi) the Market Value of the obligation is at least equal to 80% of the principal balance thereof (or such lower percentage as confirms in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities), (vii) a bankruptcy court has authorized the payment of interest due and payable on such obligation and (viii) the Collateral Manager believes, in its reasonable business judgment, that the obligor on such Collateral Obligation will continue to make scheduled payments of interest and principal thereunder; provided that if the Aggregate Principal Balance of the Collateral Obligations that would otherwise be Current Pay Obligations exceeds 5% of the Collateral Principal Amount, all or a portion of one or more Collateral Obligations that would otherwise be Current Pay Obligations with an Aggregate Principal Balance equal to the amount of the excess shall not be Current Pay Obligations (and will therefore be Defaulted Obligations) and the Collateral Manager shall designate in writing to the Trustee such Collateral Obligations that shall not be Current Pay Obligations. "Current Portfolio": The meaning specified within the definition of "M CDO Monitor Test." "Custodial Account": The trust account established pursuant to Section 10.2(b). "Deep Discount Collateral Obligation": A Collateral Obligation that (i) in the case of a Loan, is purchased (A) at a purchase price of less than 85.0% of par if its Moody's Rating is less than "B3" or (B) at a purchase price of less than 80.0% of par if its Moody's Rating is "B3" or higher; or (ii) in the case of a Bond, is purchased (A) at a purchase price of less than 80% of par if its Moody's Rating is less than "B3" or (B) at a purchase price of less than 75% of par if its Moody's Rating is "B3" or higher; provided that any Collateral Obligation 14 EFTA00596146

which is classified as a "Deep Discount Collateral Obligation" upon its acquisition by the Issuer shall cease to be so classified beginning on the first day after such acquisition on which such Collateral Obligation shall have maintained a market value equal to or greater than (i) in the case of Loans, 90.0% of par for a period of 30 consecutive days or (ii) in the case of a Bond, 85% of par for a period of 30 consecutive days. Any Collateral Obligation that would otherwise be considered a Deep Discount Collateral Obligation but that is purchased with the Sale Proceeds of a Collateral Obligation that was not a Deep Discount Collateral Obligation at the time of its purchase will not be considered a Deep Discount Collateral Obligation so long as it (a) was purchased or committed to be purchased within five Business Days of such sale, (b) was purchased at a price (as a percentage of par) at least equal to the sale price of the sold Collateral Obligation, (c) was purchased at a purchase price of not less than 65% of the Principal Balance thereof and (d) had a Moody's Rating equal to or greater than the Moo. Rating of the sold Collateral Obligation and an. Rating equal to or greater than the Rating of the sold Collateral Obligation. The Aggregate Principal Balance of Collateral Obligations excluded from treatment as Deep Discount Collateral Obligations pursuant to the preceding sentence may not exceed on a cumulative basis 10% of the Collateral Principal Amount; provided that if such a Collateral Obligation (i) is repaid in full, (ii) is sold for a price at least equal to 97.5% of its unpaid Principal Balance or (iii) has a Market Value above 90% of its Principal Balance if it is a Loan or 85% of its Principal Balance if it is a Bond for at least 30 consecutive days after being purchased, it shall not be counted toward such 10% limitation. "Default": Any event or condition the occurrence or existence of which would, with the giving of notice or lapse of time or both, become an Event of Default. "Defaulted Obligation": A Collateral Obligation with respect to which: (i) in the case of a Loan or Bond, (a) a default as to the payment of scheduled principal and/or scheduled interest has occurred and is continuing with respect to such Loan or Bond without regard to any grace period applicable thereto or waiver thereof (but after a 5-Business Day grace period if the Collateral Manager has certified in writing to the Trustee that it believes such default is not due to credit-related causes); (b) a default has occurred with respect to such Loan or Bond (after the passage of a 3-Business Day grace period) which has resulted in the outstanding principal of such Loan or Bond becoming due and payable under the terms thereof prior to the time it would otherwise have been due and payable; (c) if such Loan or Bond does not constitute a Current Pay Obligation, a default as to the payment of scheduled principal and/or scheduled interest has occurred and is continuing (without regard to any grace period applicable thereto or waiver thereof) after the passage of a 3-Business Day grace period on another Bond or Loan of the same issuer which is senior or pari passe in right of payment to such Bond or Loan (provided that both Bonds or Loans are full recourse obligations); (d) if such Loan or Bond does not constitute a Current Pay Obligation, the issuer or others have instituted proceedings to have the issuer adjudicated as bankrupt or insolvent or placed into receivership and, in the case of proceedings instituted by Persons other than the Issuer, after 45 days from the date the proceedings were instituted, such proceedings have not been stayed or dismissed; (e) if such Loan or Bond does not constitute a Current Pay Obligation, (1) has assigned a rating of "D" or "SD" to the issuer thereof or has withdrawn its rating after previously having assigned a rating of "D" or "SD" to the issuer thereof or (2) Moody's has assigned a rating of "D" or "PD" to the issuer thereof 15 EFTA00596147

or has withdrawn its rating after previously having assigned a rating of "D" or "PD" to the issuer thereof; or (f) the Collateral Manager has in its reasonable judgment otherwise determined such Loan or Bond to be a Defaulted Obligation; (ii) in the case of a participation interest in a Loan, (a) an event described in clause (i) above occurs with respect to such Loan, (b) the selling institution for such participation has defaulted in the performance of any of its payment obligations under suctsparticipation or (c) the selling institution for such participation is rated "D" or "SD" by M, (iii) in the case of a Structured Finance Obligation, (a) a default as to the payment of scheduled principal and/or scheduled interest has occurred and is continuing with respect to such obligation without regard to any grace period applicable thereto or waiver thereof (but after a 5-Business Day grace period if the Collateral Manager has certified in writing to the Trustee that it believes such default is not due to credit-related causes); (b) such obligai n has a Moody's Rating of "Ca" or "C" or is rated "CC", "D" or "SD" by III or has withdrawn its rating after previously having assigned a rating of "CC", "D" or "SD", or (c) there is a reduction in payments made to holders thereof from those required or scheduled to be made thereunder or there is a permanent reduction in the stated principal amount thereof without a corresponding payment being made to the holder thereof; or (iv) in the case of a Synthetic Security, (a) a credit event occurs under the terms thereof with respect to a Reference Obligation or Reference Entity, (b) an event described in clause (i) occurs with respect to the Reference Obligation, (c) the Synthetic Security Counterparty has defaulted in the performance of any of its payment obligations under sucl ynthetic Security or (d) such Synthetic Security Counterparty is rated "D" or "SD" by M. "Deferred Interest": With respect to any specified Class of Deferred Interest Notes, the meaning specified in Section 2.8(a). "Deferred Interest Notes": The Notes specified as such in Section 2.3. "Deferring PIK Obligation": (i) Any Collateral Obligation (other than a Structured Finance Obligation) that is a PIK Obligation (other than a Partial PIK Obligation) in respect of which interest has been deferred or capitalized (and not subsequently paid) and (ii) any Collateral Obligation that is a Structured Finance Obligation and a PIK Obligation (other than a Partial PIK Obligation) (a) rated "Baa3" or higher by Moody's, in respect of which interest has been deferred or capitalized for at least two or more interest periods or one year, whichever is less (and not subsequently paid in full) or (b) rated lower than "Baa3" by Moody's, in respect of which interest has been deferred or capitalized for one or more interest periods or six months, whichever is less (and not subsequently paid in full). "Definitive Note": The meaning specified in Section 2.11(b). "Deliver" "Delivered" or "Delivery": When used with respect to the Collateral, means the taking of the following steps by the Issuer: 16 EFTA00596148

(a) in the case of each Certificated Security or Instrument (other than a Clearing Corporation Security or an Instrument referred to in clause (h) below), (A) causing the delivery of such Certificated Security or Instrument to the Securities Intermediary registered in the name of the Securities Intermediary or its affiliated nominee or endorsed to the Securities Intermediary or in blank, (B) causing the Securities Intermediary to continuously identify on its books and records that such Certificated Security or Instrument is credited to the relevant Account, and (C) causing the Securities Intermediary to maintain continuous possession of such Certificated Security or Instrument; (b) in the case of each Uncertificated Security (other than a Clearing Corporation Security), (A) causing such Uncertificated Security to be continuously registered on the books of the obligor thereof to the Securities Intermediary and (B) causing the Securities Intermediary to continuously identify on its books and records that such Uncertificated Security is credited to the relevant Account; (c) in the case of each Clearing Corporation Security, causing (A) the relevant Clearing Corporation to continuously credit such Clearing Corporation Security to the securities account of the Securities Intermediary at such Clearing Corporation and (B) the Securities Intermediary to continuously identify on its books and records that such Clearing Corporation Security is credited to the relevant Account; (d) in the case of any Financial Asset that is maintained in book-entry form on the records of a FRB, causing (A) the continuous crediting of such Financial Asset to a securities account of the Securities Intermediary at any FRB and (B) the Securities Intermediary to continuously identify on its books and records that such Financial Asset is credited to the relevant Account; (e) in the case of Cash, causing the deposit of such Cash with the Securities Intermediary and causing the Securities Intermediary to continuously identify on its books and records that such Cash is credited to the relevant Account; (f) in the case of each Financial Asset not covered by the foregoing clauses (a) through (e), causing the transfer of such Financial Asset to the Securities Intermediary in accordance with applicable law and regulation and causing the Securities Intermediary to continuously credit such Financial Asset to the relevant Account; (g) in the case of each general intangible (including any participation interest that is not, or the debt underlying which is not, evidenced by an Instrument or Certificated Security), notifying the obligor thereunder of the Grant to the Trustee (unless no applicable law requires such notice); (h) in the case of each participation interest in a loan as to which the underlying debt is represented by an Instrument, obtaining the acknowledgment of the Person in possession of such Instrument (which may not be the Issuer) that it holds the Issuer's interest in such Instrument solely on behalf and for the benefit of the Trustee; 17 EFTA00596149

(i) in the case of any "deposit account" as defined in Article 9 of the UCC, causing the Trustee to become the bank's customer with respect to the deposit account in accordance with Section 9-104(a)(3) of the UCC; and (j) in the case of any "securities account" causing the institution with which such securities account is maintained to maintain such securities account in accordance with the Account Agreement. "Deliverable Obligation": An asset that is delivered to the Issuer pursuant to a Synthetic Security upon the occurrence of a "credit event" thereunder. Any such Deliverable Obligation shall be treated as a Collateral Obligation if it would otherwise satisfy the requirements to be a Collateral Obligation (other than the requirement not to be a Defaulted Obligation) or treated as an Equity Security if it does not satisfy such requirements. "Depositary": Each of DTC, Euroclear and Clearstream. "Determination Date": With respect to a Payment Date, the seventh Business Day prior to such date; provided that the final Determination Date will be the last day of the final Collection Period. "DIP Loan": A Loan that is an obligation of a debtor in possession or a trustee (the "Debtor") organized under the laws of the United States or any state thereof (a) in respect of which no default as to the payment of post-petition interest is then continuing, and no interest has been deferred or capitalized under the terms thereof and (b) the terms of which have been approved by an order of a U.S. Bankruptcy Court, U.S. District Court or other court of competent jurisdiction, which order provides that (i) such Loan is secured by liens on the Debtor's otherwise unencumbered assets, (ii) such Loan is secured by liens of equal or senior priority on property of the Debtor's estate that is otherwise subject to a lien, (iii) such Loan is fully secured by junior liens on the Debtor's encumbered assets (based on a current valuation or appraisal report) or (iv) if such Loan or any portion thereof is not secured, the repayment of such Loan retains priority over all other administrative expenses; provided that such Loan has a public ratio g or estimated rating from Moody's and and has an. Recovery Rate assigned by ;and provided, farther, that in the case of a DIP Loan described in clause (iv) above, such DIP Loan has a Moody's Recovery Rate assigned by Moody's. "Diversity Score": As of any date of determination, the Diversity Score for the Collateral Obligations as determined pursuant to Schedule 4. Notwithstanding anything to the contrary herein, (i) Synthetic Securities that either (a) have multiple Reference Entities or Reference Obligations or (b) are leveraged shall be excluded from the calculation of the Diversity Score, and (ii) Structured Finance Obligations that are collateralized loan obligation securities shall be excluded from the calculation of the Diversity Score. "Dollar" or "S": A dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for all debts, public and private. "Domicile": With respect to each Collateral Obligation, (i) the jurisdiction of incorporation, organization or creation of the related Obligor or (ii) in the case of a Collateral Obligation that would otherwise be considered to be domiciled pursuant to clause (i) in a Tax 18 EFTA00596150

Advantaged Jurisdiction, the jurisdiction in which, in the reasonable business judgment of the Collateral Manager, the related Obligor directly or indirectly conducts a substantial portion of its business operations and in which the assets primarily responsible for generating its revenues are located. "DTC": The Depository Trust Company or its nominees, and their respective successors. "Due Date": Each date on which any payment is due on a Pledged Obligation in accordance with its terms. "Eligible Country": The United States, Canada and any country classified by Moody's as a Moody's Group I Country, Moody's Group H Country, Moody's Group III Country or Moody's Group IV Country; provided that such country has not imposed currency exchange controls and has a long-term foreign issuer credit rating of at least "AA" by. and a sovereign rating of at least "AC' by Moody's. "Eligible Index": (i) With respect to Loans, either of the followiniti as selected by the Collateral Manager: the Credit Suisse Leveraged Loan Index or the TA Leveraged Loan Index (or any successor to either such index); and (ii) with respect to Bonds, any one of the following indices as selected by the Collateral Manager: the Credit Suisse High Yield Index, Merrill Lynch High Yield Master II Index or Citigroup High-Yield Cash Pay Index (or any successor to any such index); provided that in either case the Collateral Manager may select an alternative index as an Eligible Index subject to Rating Confirmation from Moody's. "Eligible Investments": Any U.S. Dollar-denominated investment with a remaining maturity of less than 365 days that, at the time it is Delivered to the Trustee, is one or more of the following obligations or securities including, without limitation, investments for which the Trustee or an Affiliate of the Trustee provides services or receives compensation: (i) Cash; (ii) direct registered obligations of, and registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are expressly backed by the full faith and credit of the United States, which in each case are not zero coupon securities; (iii) demand and time deposits in, trust accounts, certificates of deposit payable within 91 days of issuance of, bankers' acceptances payable within 91 days of issuance issued by, or Federal funds sold by any depositary institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by Federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company), at the time of such investment or contractual commitment providing for such investment and throughout the term of the investment, have a credit rating of not less than "Aaa" by 19 EFTA00596151

Moody's and "AAA" by Standard & Poor's and in each case are not on watch for downgrade, or "P-1" by Moody's and "A-1+" by Standard & Poor's in the case of commercial paper and short-term debt obligations; provided that in any case, the issuer thereof must have at the time of such investment a long-term credit rating of not less than "AA-" by Standard & Poor's and "Aa3" by Moody's and a short-term rating of "A-1+" by Standard & Poor's and "P-1" by Moody's, and if so rated, is not on watch for downgrade; (iv) commercial paper or other short-term obligations with a maturity of not more than 91 days from the date of issuance and having at the time of such investment a credit rating of at least "P-1" by Moody's and "A-1+" by Standard & Poor's; provided that in any case, the issuer thereof must have at the time of such investment a long-term credit rating of not less than "Aa2" by Moody's, and if so rated, such rating is not on watch for downgrade; (v) unleveraged repurchase obligations with respect to any security described in clause (ii) above entered into with a U.S. federal or state depository institution or trust company (acting as principal) described in clause (iii) above or entered into with a corporation (acting as principal) whose long-term credit rating is not less than "Aaa" by Moody's and "AAA" by Standard & Poor's and in each case are not on watch for downgrade or whose short-term credit rating is "P-1" by Moody's and "A-1+" by Standard & Poor's at the time of such investment and throughout the term of the investment; provided that if such repurchase obligation has a maturity of longer than 91 days, the counterparty thereto must also have at the time of such investment and throughout the term of the investment a long-term credit rating of not less than "Aa2" by Moody's and "AAA" by Standard & Poor's, and if so rated, such rating is not on watch for downgrade; (vi) any offshore money market fund or similar investment vehicle having at the time of investment therein and throughout the term of the investment a credit rating of "MR1+" by Moody's (and not on watch for downgrade) and "AAAm" or "AAAm-G" by Standard & Poor's; including any fund for which the Trustee or an Affiliate of the Trustee serves as an investment advisor, administrator, shareholder servicing agent, custodian or subcustodian, notwithstanding that (A) the Trustee or an Affiliate of the Trustee charges and collects fees and expenses from such funds for services rendered (provided that such charges, fees and expenses are on terms consistent with terms negotiated at arm's length) and (B) the Trustee charges and collects fees and expenses for services rendered, pursuant to the Indenture; and (vii) such other investments for which Rating Confirmation has been received; provided that Eligible Investments shall be required to mature on or before the Business Day prior to the next Payment Date; provided, further, that each Eligible Investment must bear a stated rate of interest or yield and any floating rate of interest must reset on or prior to the next Payment Date of the Notes; provided, further, that each Eligible Investment provides, at the time of purchase, solely for payments that will not be subject to withholding tax at any time through its maturity unless the issuer or obligor (and the guarantor, if any) of the security or obligation is required to make "gross-up" payments that cover the full amount of any such withholding tax (or 20 EFTA00596152

return the invested amount at par); provided, further, that ownership of such Eligible Investments will not subject the Issuer to net income tax in any jurisdiction where it would not otherwise be subject to tax; provided, further, that Eligible Investments may not include (a) any interest-only security, any mortgage-backed security, any security purchased at a price in excess of 100% of the par value thereof, any security the repayment of which is subject to substantial non-credit related risk as determined in the business judgment of the Collateral Manager or any security that has a rating assigned by that contains an "r", "t", "p", "pi" or "q" subscript, (b) any floating rate security the interest rate with respect to which is inversely or otherwise not proportionately related to an interest rate index or is calculated as other than the sum of an interest rate index plus a spread or (c) any security subject to a tender offer, voluntary redemption, exchange offer, conversion or other similar action. "EOD Ratio": The Overcollateralization Ratio for the Class A Notes; provided that for this purpose clause (vi) of the definition of Principal Balance will not apply. "Equity Security": Any security that by its terms does not provide for periodic payments of interest at a stated coupon rate and repayment of principal in one or more installments. "ERISA": The United States Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto. "ERISA Restricted Notes": The Notes specified as such in Section 2.3. "Euroclear": Euroclear Bank S.A/M., as operator of the Euroclear System, or any successor thereto. "Event of Default": The meaning specified in Section 5.1. "Excel Default Model Input File": An electronic spreadsheet file in Microsoft Excel format to be provided by the Issuer to which file shall include the following information with respect to each Collateral Obligation, to the extent available: (a) the name and country of Domicile of the Obligor thereof, (b) the CUSIP or other applicable identification number associated with such Collateral Obligation, (c) the par value of such Collateral Obligation, (d) the type of issue (including, by way of example, whether such Collateral Obligation is a Loan or asset-backed security), using such abbreviations as may be selected by the Trustee, (e) a description of the index or other applicable benchmark upon which the interest payable on such Collateral Obligation is based (including, by way of example, fixed rate, step-up rate, zero coupon and LIBOR), (0 the coupon (in the case of a Collateral Obligation which bears interest at a fixed rate) or the spread over the applicable index (in the case of a Collateral Obligation which bears interest at a floating rate), (g) the Standard & Poor's Industry Classification Group for such Collateral Obligation, (h) the stated maturity date of such Collateral Obligation, (i) the. Rating of suchillateral Obligation or the Obligor thereof, as applicable, (j) the priority category assigned by to such Collateral Obligation, if available, (k) the balance in Cash and Eligible Investments and (1) such other information as the Issuer may determine to include in such file. 21 EFTA00596153

"Excess": The amount by which the principal balance of a specified Collateral Obligation (or a specified class of Collateral Obligations) exceeds a stated amount (which amount is expressed as a percentage of the Collateral Principal Amount). "Exchange Act": The United States Securities Exchange Act of 1934, as amended. "Exchange Date": The first Business Day following the 40ih day after the later of the Closing Date and the commencement of the Offering. "Excluded Property": Collectively, U.S. $1,000 the Issuer received in connection with the issuance of the Ordinary Shares of the Issuer and U.S. $1,000 the Issuer received as a fee for issuing the Securities, and the income thereon and the bank account in which such Cash are held. "Expense Cap Amount": With respect to any Payment Date, an amount not to exceed, with respect to all Administrative Expenses in the aggregate, 0.028% per annum of the Collateral Principal Amount U.S. $200,000 per annum (pro rated for the related Periodic Interest Accrual Period), minus the amount of Administrative Expenses paid pursuant to Section I0.2(c)(i) during the Periodic Interest Accrual Period immediately preceding such Payment Date. "Expense Reserve": The meaning specified in Section 10.4(a). "Expense Reserve Account": The trust account established pursuant to Section 10.4(a). System. "Federal Reserve Board": The Board of Governors of the U.S. Federal Reserve "Fee Basis Amount": As of any date of determination, an amount equal to the sum of (a) the Aggregate Principal Balance of the Collateral Obligations and (b) without duplication, the amounts on deposit in the Collection Account representing Principal Proceeds and the amount deposited in the Ramp-Up Account (including Eligible Investments therein). "Financial Asset": The meaning specified in the UCC. "Financing Statements": UCC financing statements relating to the Collateral. "First Lien Loan": A Secured Loan secured by a first priority security interest in the relevant collateral. "Form-Approved Synthetic Security": A Synthetic Security (a) the documentation of which conforms (but for the amount and timing of periodic payments, the name of the Reference Obligation or Reference Obligations, the notional amount, the premium or coupon, the effective date, the termination date and other similarly necessary changes) to a form which has been approved by Moody's and in writing and (b) which the Issuer has certified to the Trustee in writing is a Form-Approved Synthetic Security; provided that either of the Rating Agencies may withdraw its approval of any such Form-Approved Synthetic Security at any time, effective (except in respect of trades executed and not terminated) upon receipt of 22 EFTA00596154

notice by the Issuer (who will provide notice to the Trustee); provided, further, that any Form- Approved Synthetic Securities entered into prior to either of the Rating Agencies withdrawing its approval of the documentation relating to such Form-Approved Synthetic Securities shall be unaffected and, provided, further, that there shall be separate and distinct forms of a Form- Approved Synthetic Security for each of a Synthetic Security with a single Reference Obligation and a Synthetic Security with multiple Reference Obligations. "FRB": Any Federal Reserve Bank. "GAAP": The meaning specified in Section 6.3(j). "Global Securities": The Regulation S Global Securities and the Rule 144A Global Securities. "Grant": To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of the Pledged Obligations or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including, the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of such assets, and all other Cash payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. "Grid Test": A test that will be satisfied as of any date of determination if the Collateral Obligations in the aggregate have a Weighted Average Rating no greater than and a Diversity Score at least equal to the respective levels set forth in any applicable row and column combination of the grid specified below and a Weighted Average LIBOR Spread at least equal to the Minimum Adjusted Spread (as determined below) for that applicable row and column combination. As of the Ramp-Up End Date, the Collateral Manager will elect which row/column combination of the grid below will apply. Thereafter, on one Business Day's notice to the Issuer and the Trustee, the Collateral Manager may elect a different row/column combination of the applicable grid to apply, provided that after giving effect to such new election, the Collateral Obligations in the aggregate will satisfy the maximum Weighted Average Rating, minimum Weighted Average LIBOR Spread and minimum Diversity Score for such row/column combination. Notwithstanding the foregoing, the Collateral Manager may determine a combination of values that is not set forth in the grid below using linear interpolation between values set forth in adjacent row/column combinations in the grid below. Upon determining any such combination, the Collateral Manager shall identify such combination to the Issuer and Trustee, whereupon such combination shall be deemed a row/column combination for purposes of the Grid Test. 23 EFTA00596155

Weighted Average Rating Factor Diversity Score AVAS 2020 2060 2100 2140 2180 2220 2260 2300 2340 2380 2420 2460 2500 2540 2580 45 2 .05 2.14% 2.19% -.29% 2.39% 2.48% 2.58% 2.73% 2.83% 2.93% 3.02% 3.10% 3.20% 3.30% 3.40% 50 2.09% 2.00 % 2.13% 2.23% 2.32% 2.41% 2.51% 2.60% 2.68% 2.79% 2.88% 2.97% 3.066 3.21% 3.30% 55 1.95 % 2.00% 2.09% 2 20% 2.25% 2.30% 2.35% 2.40% 2.45% 2.60% 2.73% 2.82% 2.92% 3.02% 3.12% (.0 1.91 1.96% 2.05% 2.14% 2.19% 2.23% 2.29% 233% 2.40% 231% 2.64% 2.72% 2.82% 2.92% 3.02% (A 1.90 % 1.95% 2.00% 2.09% 2.14% 2.18% 2.24% 2.28% 2.34% 2.45% 238% 2.66% 2.76% 2.86% 2.96% 1.87 1.92% 1.96% 2.05% 2.09% 2.13% 2.19% 2.23% 2.29% 2.40% 233% 2.61% 2.71% 2.81% 2.91% For purposes of di's defi ition: "Minimum Adjusted Spread": Means a spread equal to (i) the spread set forth in the grid above for the applicable row-column combination minus (ii) the Spread Modifier; provided that in no event will the Minimum Adjusted Spread be less than 1.20%. "Spread Modifier": Means: (i) zero; if the Moody's Weighted Average Recovery Rate is less than 44.25%, (ii) if the Moody's Weighted Average Recovery Rate is greater than 44.25% but less than or equal to 60.00%, the product of (a) the Moody's Weighted Average Recovery Rate in excess of 44.25% and (b) 5.50%; and (iii) if the Moody's Weighted Average Recovery Rate is greater than 60.00%, the Moody's Spread Modifier will be 0.87% or, in each case subject to Rating Confirmation from Moody's: (x) the percentage calculated based on an alternative methodology, or 24 EFTA00596156

(y) the sum of (i) 0.87% and (ii) the product of (A) the excess of the Moody's Weighted Average Recovery Rate over 60.00% and (B) 5.50%. "Gross Excess Coupon": As of any date of determination, an amount equal to the product of (a) the excess, if any, of the Weighted Average Fixed Rate Coupon for such date (determined without giving effect to clause (iv) of the definition thereof) over the applicable minimum Weighted Average Fixed Rate Coupon specified in clause (iv) of the Collateral Quality Test and (b) the Aggregate Principal Balance of all Collateral Obligations that bear interest at a fixed rate. "Gross Excess Spread": As of any date of determination, an amount equal to the product of (a) the excess, if any, of the Weighted Average LIBOR Spread (determined without giving effect to clause (iv) of the definition thereof) for such date over the applicable minimum Weighted Average LIBOR Spread under the Grid Test and (b) the Aggregate Principal Balance of all Collateral Obligations that bear interest at a floating rate. "Holder": With respect to any Security, the Person whose name appears on the Register as the registered holder of such Security. "Noteholder" and "Securityholder" have corresponding meanings. "Incentive Management Fee": With respect to a Payment Date, the amounts payable pursuant to clause (T) of the Interest Priority of Payments and clause (I) of the Principal Priority of Payments. "Incentive Management Fee IRR Threshold": A threshold that will be satisfied on any Payment Date if the Income Notes have received an annualized internal rate of return (computed using the "XIRR" function in Microsoft@ Excel or an equivalent function in another software package) of at least 12% on the Income Notes Outstanding as of the first day of the Collection Period preceding such Payment Date (after giving effect to all payments made on such Payment Date). "Income Notes": The Income Notes issued by the Issuer pursuant to this Indenture and having the characteristics specified in Section 2.3. "Indenture": This instrument as originally executed and, if from time to time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended. "Independent": As to any Person, any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and any member thereof, or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, (ii) is not connected with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions and (iii) is not Affiliated with a firm that fails to satisfy the criteria set forth in (i) and (ii). "Independent" when used with respect to any accountant may include an accountant who audits the books of such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Ethics of the 25 EFTA00596157

American Institute of Certified Public Accountants. An interest in less than 10% of the equity of any Person will not be treated as a material interest in such Person for purposes of this definition. Whenever any Independent Person's opinion or certificate is to be furnished to the Trustee, such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof. "Independent Accountants": The meaning specified in Section 10.8. "Index Maturity": With respect to any Class of Senior Notes, the period set forth in Section 2.3. "Initial Collateral Obligations": The Collateral Obligations included in the Collateral as of the Closing Date, as indicated on Schedule 1. "Initial Purchaser": Citigroup Global Markets Inc. "Initial Rating": With respect to any Class of Senior Notes, the rating or ratings, if any, indicated in Section 2.3. "Instrument": The meaning specified in Article 9 of the UCC. "Interest Amounts": The Class A-I Interest Amount, the Class A-2 Interest Amount, the Class B Interest Amount, the Class C Interest Amount and the Class D Interest Amount, as the context may require. "Interest Collection Subaccount": The interest subaccount of the Collection Account established pursuant to Section 10.2(a). "Interest Coverage Ratio": For any designated Class or Classes of Senior Notes as of any Measurement Date, the percentage derived from dividing: (a) the Collateral Interest Amount as of such date of determination; al (b) the sum of (i) amounts payable (or expected as of the date of determination to be payable) on the following Payment Date as set forth in subclauses (A) and (B) of Section 11.1(a)(i) plus (ii) interest due and payable on the Notes of such Class and each Class of Notes that ranks senior to such Class (excluding any Deferred Interest on any such Classes) on such following Payment Date. "Interest Coverage Test": A test for any specified Class or Classes of Senior Notes that will be satisfied as of any Measurement Date after the Determination Date relating to the first Payment Date following the Ramp-Up Period if the Interest Coverage Ratio for such Class or Classes is at least equal to the applicable Required Coverage Ratio for such Class or Classes. "Interest Priority of Payments": As defined in Section 11.1(a)(i). 26 EFTA00596158

"Interest Proceeds": With respect to any Collection Period or Determination Date, without duplication, the sum of: (i) all payments of interest, dividends and other income received by the Issuer during the related Collection Period on (x) the Collateral Obligations or Equity Securities and (y) Eligible Investments, in the case of either (x) or (y) (A) including any accrued interest (other than such described in clause (B) below) received in connection with a sale of any Collateral Obligation or Eligible Investment during the related Collection Period and (B) excluding any interest received by the Issuer during the related Collection Period that represents Principal Financed Accrued Interest; (ii) all principal and interest payments on Eligible Investments purchased with Interest Proceeds; (iii) all amendment and waiver fees, late payment fees and other similar fees; (iv) any amounts, other than Principal Proceeds, deposited in the Interest Collection Subaccount during such Collection Period from the Revolving Reserve Account, or, at the discretion of the Collateral Manager, the Expense Reserve Account; and (v) scheduled commitment fees received on Unfunded Commitments and other similar fees actually received by the Issuer during such Collection Period in respect of Revolving Loans; provided that (a) interest accrued on Collateral Obligations or Eligible Investments (I) prior to the Closing Date or (II) prior to the date of acquisition thereof in the case of Collateral Obligations or Eligible Investments purchased on or after the Closing Date with Principal Proceeds shall not constitute Interest Proceeds and (b) interest, dividends, fees or other income received in respect of any Defaulted Obligation (other than a Current Pay Obligation) shall not constitute Interest Proceeds until the aggregate of all collections in respect of such Defaulted Obligation since it became a Defaulted Obligation equals the outstanding principal balance of such Defaulted Obligation when it became a Defaulted Obligation. "Interim Targets": Test Interim Target Aggregate Principal Balance of Collateral Obligations At least $400,000,000 (including the amount of any prepayment on Collateral Obligations and any sale proceeds of Collateral Obligations that, in either case, have not been reinvested in other Collateral Obligations) Diversity Score At least 45 Weighted Average LIBOR Spread At least 2.35% Weighted Average Rating No more than 2350 Moody's Weighted Average Recovery Rate At least 42% "Investment Company Act": The United States Investment Company Act of 1940, as amended. 27 EFTA00596159

"Irish Paying and Listing Agent": The meaning specified in Section 7.2. "Irish Stock Exchange": The Irish Stock Exchange Limited. "Issuer": The Person named as such on the first page of this Indenture until a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter "Issuer" shall mean such successor Person. "Issuer Order" and "Issuer Request": A written order or request dated and signed in the name of the Issuer or the Co-Issuer by an Authorized Officer of the Issuer or the Co- Issuer, as applicable, or by the Collateral Manager by an Authorized Officer thereof, on behalf of the Issuer. "Junior Class": With respect to a particular Class of Notes, each Class of Notes that is subordinated to such Class, as indicated in Section 2.3. "Knowledgeable Employee": The meaning specified in Rule 3c-5 under the Investment Company Act. "LIBOR": The meaning set forth in Schedule 5 hereto, provided, that LIBOR for the Periodic Interest Accrual Period beginning on the Closing Date shall be deemed to be 5.38046% per annum. "LIBOR Determination Date": The second London Business Day preceding the first day of each Periodic Interest Accrual Period. "Listed Securities": The Securities specified as such in Section 2.3. "Loan": A loan obligation (or, in the reasonable business judgment of the Collateral Manager, other similar instrument) of any corporation, company, partnership or trust in respect of which the lender (or the agent for the lender) is a bank, financial institution or other institution lending in the ordinary course of its business. "Loan Credit Default Swap": A credit default swap transaction referencing a Loan that is documented under a "loan only" credit default swap confirmation substantially in a form published by ISDA. "London Business Day": Any Business Day on which commercial banks are open for dealings in deposits in U.S. Dollars in the London interbank market. "Loss Rate Differential": For any Class of Senior Notes as of any time, the percentage calculated by subtracting the III Scenario Default Rate for such Class at such time from the Break-Even Default Rate for such Class at such time. "Maiority": With respect to any Class or Classes of Securities, the Holders of more than 50% of the Aggregate Principal Amount of the Securities of such Class or Classes. "Margin Loan": An extension of credit that is "purpose credit" within the meaning of Regulation U issued by the Federal Reserve Board. 28 EFTA00596160

"Margin Stock": As defined under Regulation U issued by the Federal Reserve Board. "Market Value": With respect to a Collateral Obligation on any date of determination, the price thereof (expressed as a percentage) based on the mid point quotation for such Collateral Obligation obtained from a Pricing Source as of such date or, if no such quotation is available on such date, the mean of the bid quotations for such Collateral Obligation obtained on such date from three dealers (which shall not be Affiliates of each other) in the relevant market selected by the Collateral Manager for an amount of such Collateral Obligation as close as practicable to its Principal Balance (or, if only two such quotations are obtained, the lower of such quotations, or if only one such quotation is obtained, such quotation). If the Collateral Manager is unable to determine the Market Value with respect to a Collateral Obligation pursuant to the preceding sentence, the Market Value of such Collateral Obligation shall be deemed to be zero; provided that with respect to such Collateral Obligations with an Aggregate Principal Balance not exceeding 5% of the Collateral Principal Amount, the Market Value will be the lesser of (A) the Collateral Manager's estimate of the market value (and not the recovery rate) of such Collateral Obligation, as of such date, determined by the Collateral Manager consistent with commercially reasonable and customary market practice or (B) 1.25 times the Recovery Rate of such Collateral Obligation as of such date; provided, further, that, if the Collateral Manager cannot obtain a bid from a nationally recognized dealer that is independent from the Collateral Manager or a Pricing Source within 30 Business Days after such good faith determination of the Market Value, the Market Value for such Collateral Obligation shall be deemed to be zero. "Maturity": With respect to any Senior Note, the date on which the unpaid principal of such Senior Note becomes due and payable as therein or herein provided and with respect to any Income Note, the date on which a final distribution amount, if any, on the Income Note becomes due and payable, in each case whether on the Maturity Date or by declaration of acceleration, call for redemption or otherwise. "Maturity Date": With respect to any security, the maturity date specified in such security or applicable Reference Instrument; and with respect to the Securities of any Class, the date specified as such in Section 2.3. "Measurement Date": Any of (i) the date of any purchase or sale of a Collateral Obligation, (ii) each Determination Date, (iii) each Monthly Report Determination Date and (iv) with reasonable prior written notice to the Co-Issuers, the Collateral Manager and the Trustee, any Business Day that a Rating Agency requests to be a "Measurement Date"; provided that if any such date would otherwise fall on a day that is not a Business Day, the relevant Measurement Date will be the immediately following Business Day. "Memorandum and Articles": The Issuer's Amended and Restated Memorandum and Articles of Association, as may be further amended, revised or restated from time to time. "Merging Entity": As defined in Section 7.10. "Minimum Redemption Amount": The meaning specified in Section 9.2(b). 29 EFTA00596161

"Monthly Report": The meaning specified in Section 10.6(a). "Monthly Report Date": The meaning specified in Section 10.6(a). "Monthly Report Determination Date": The meaning specified in Section 10.6(a). "Moody's": Moody's Investors Service, Inc., or any successors thereto. "Moody's Adjusted Rating Factor: With respect to a Structured Finance Obligation, an amount equal to (i) the Expected Loss for such Structured Finance Obligation based on its Moody's Rating divided by (ii) 100% minus the Moody's Recovery Rate for such Structured Finance Obligation, where "Expected Loss" is determined as follows: Rating Expected Loss Aaa 0.55 Aal 5.50 Aa2 11.00 Aa3 22.00 Al 38.50 A2 66.00 A3 99.00 Baa I 143.00 Baa2 198.00 Baa3 335.50 Ba I 517.00 Ba2 742.50 Ba3 971.30 B 1 1,221.00 B2 1,496.00 B3 1,91930 Caa I 2,623.50 Caa2 3,575.00 Caa3 4,438.50 "Moody's Assigned Rating": The monitored publicly available rating or the monitored estimated rating expressly assigned to the relevant debt obligation (or facility) by Moody's that addresses the full amount of the principal and interest promised. "Moody's Collateral Value": With respect to any Defaulted Obligation or Deferring PIK Obligation and any date of determination, (a) with respect to the first 30 days after such Collateral Obligation becomes a Defaulted Obligation or a Deferring PIK Obligation, the lesser of (i) the Moody's Recovery Amount of such Defaulted Obligation or Deferring PIK Obligation and (ii) the fair market value of such Defaulted Obligation or Deferring PIK Obligation as determined by the Collateral Manager; and (b) thereafter, the lesser of (i) the Moody's Recovery Amount of such Defaulted Obligation or Deferring PIK Obligation and (ii) 30 EFTA00596162

the Market Value of such Defaulted Obligation or Deferring PIK Obligation, in each case as of such date of determination. "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 the following order of priority: (a) with respect to a Moody's Senior Secured Loan: (i) if the Loan's Obligor has a Corporate Family Rating (as defined by Moody's) from Moody's, such Corporate Family Rating; or (ii) if the preceding clause does not apply, the Moody's Obligation Rating of such Loan; (b) with respect to a Moody's Non Senior Secured Loan or a Bond , (i) if the Obligor has a senior unsecured obligation with a Moody's Assigned Rating, such rating; or (ii) if the preceding clause does not apply, the Moody's Equivalent Senior Unsecured Rating; (c) with respect to a Synthetic Security, the Moody's Obligation Rating thereof; (d) with respect to a Collateral Obligation that is a DIP Loan, one rating subcategory below the Moody's Assigned Rating thereof; and (e) with respect to a Structured Finance Obligation, the Moody's Assigned Rating thereof; provided that in the case of a Form-Approved Synthetic Security, the Moody's Default Probability Rating shall be determined based on the applicable Collateral Obligation. Notwithstanding the foregoing, if the Moody's rating or ratings used to determine the Moody's Default Probability Rating are on watch for downgrade or upgrade by Moody's, such rating or ratings will be adjusted down one subcategory (if on watch for downgrade) or up one subcategory (if on watch for upgrade)(or in either case by two subcategories in the case of a Structured Finance Obligation). "Moody's Equivalent Senior Unsecured Rating": With respect to any Collateral Obligation that is a Loan or a Bond and the Obligor thereof, as of any date of determination, the rating determined in accordance with the following, in the following order of priority: (a) if the Obligor has a senior unsecured obligation with a Moody's Assigned Rating, such Moody's Assigned Rating; (b) if the preceding clause does not apply, the Moody's "Issuer Rating" for the Obligor; (c) if the preceding clauses do not apply, but the Obligor has a subordinated obligation with a Moody's Assigned Rating, then 31 EFTA00596163

(i) if such Moody's Assigned Rating is at least "B3" (and, if rated "B3," not on watch for downgrade), the Moody's Equivalent Senior Unsecured Rating shall be the rating which is one rating subcategory higher than such Moody's Assigned Rating, or (ii) if such Moody's Assigned Rating is less than "B3" (or rated "B3" and on watch for downgrade), the Moody's Equivalent Senior Unsecured Rating shall be such Moody's Assigned Rating; (d) if the preceding clauses do not apply, but the Obligor has a senior secured obligation with a Moody's Assigned Rating, then: (i) if such Moody's Assigned Rating is at least "Caa3" (and, if rated "Caa3," not on watch for downgrade), the Moody's Equivalent Senior Unsecured Rating shall be the rating which is one subcategory below such Moody's Assigned Rating, or (ii) if such Moody's Assigned Rating is less than "Caa3" (or rated "Caa3" and on watch for downgrade), then the Moody's Equivalent Senior Unsecured Rating shall be "C"; (e) if the preceding clauses do not apply, but such Obligor has a Corporate Family Rating (as defined by Moody's) from Moody's, the Moody's Equivalent Senior Unsecured Rating shall be one rating subcategory below such Corporate Family Rating; (f) if the preceding clauses do not apply, but the Obligor has a senior unsecured obligation (other than a bank loan) with a public rating from (without any postscripts, asterisks or other qualifying notations, that addresses the full amount of principal and interest promised), then the Moody's Equivalent Senior Unsecured Rating shall be: (i) one rating subcategory below the Moody's equivalent of such rating if it is "BBB—" or higher, or (ii) two rating subcategories below the Moody's equivalent of such rating if it is "BB+" or lower; (g) if the preceding clauses do not apply, but the Obligor has a subordinated obligation (other than a bank loan) with a public rating from IIII (without any postscripts, asterisks or other qualifying notations, that addresses the full amount of principal and interest promised), the Moody's Assigned Rating shall be deemed to be: (i) one rating subcategory below the Moody's equivalent of such rating if it is "BBB—" or higher; or (ii) two rating subcategories below the Moody's equivalent of such rating if it is "BB+" or lower, 32 EFTA00596164

and the Moody's Equivalent Senior Unsecured Rating shall be determined pursuant to clause (c) above; (h) if the preceding clauses do not apply, but the Obligor has a senior secured obligation with a public rating from (without any postscripts, asterisks or other qualifying notations, that addresses the full amount of principal and interest promised), the Moody's Assigned Rating shall be deemed to be: (i) one rating subcategory below the Moody's equivalent of such rating if it is "BBB—" or higher; or (ii) two rating subcategories below the Moody's equivalent of such rating if it is "BB+" or lower, and the Moody's Equivalent Senior Unsecured Rating shall be determined pursuant to clause (d) above; (i) if the preceding clauses do not apply and each of the following clauses (i) through (viii) do apply, the Moody's Equivalent Senior Unsecured Rating will be "Caal": (i) neither the Obligor nor any of its affiliates is subject to reorganization or bankruptcy proceedings, (ii) no debt securities or obligations of the Obligor are in default, (iii) neither the Obligor nor any of its affiliates has defaulted on any debt during the preceding two years, (iv) the Obligor has been in existence for the preceding five years, (v) the Obligor is current on any cumulative dividends, (vi) the fixed-charge ratio for the Obligor exceeds 125% for each of the preceding two fiscal years and for the most recent quarter, (vii) the Obligor had a net profit before tax in the past fiscal year and the most recent quarter, and (viii) the annual financial statements of such Obligor are unqualified and certified by a firm of Independent accountants of international reputation, and quarterly statements are unaudited but signed by a corporate officer; (j) if the preceding clauses do not apply but each of the following clauses (i) and (ii) do apply, the Moody's Equivalent Senior Unsecured Rating will be "Caa3": (i) neither the Obligor nor any of its affiliates is subject to reorganization or bankruptcy proceedings; and 33 EFTA00596165

(ii) no debt security or obligation of such Obligor has been in default during the preceding two years; and (k) if the preceding clauses do not apply and a debt security or obligation of the Obligor has been in default during the preceding two years, the Moody's Equivalent Senior Unsecured Rating will be "Ca." Notwithstanding the foregoing, no more than 10% of the Aggregate Principal Balance of the Collateral Obligations may be given a Moody's Equivalent Senior Unsecured Rating based on a rating given by as provided in clauses (0, (g) and (h) above. "Moody's Group I Country": Any of the following countries: Australia, the Netherlands, the United Kingdom and any country subsequently determined by Moody's to be a Moody's Group I Country (provided that the Trustee is notified in writing of such determination); provided that a Collateral Obligation issued by an Obligor which has its headquarters in a Tax Advantaged Jurisdiction will only be treated as issued by an entity in a Moody's Group I Country if in the reasonable business judgment of the Collateral Manager, the revenues of such entity are originated primarily in any Moody's Group I Country (other than such Tax Advantaged Jurisdiction) or the United States or Canada. "Moody's Group II Country": Any of the following countries: Germany, Ireland, Sweden, Switzerland and any country subsequently determined by Moody's to be a Moody's Group II Country (provided that the Trustee is notified in writing of such determination). "Moody's Group III Country": Any of the following countries: Austria, Belgium, Denmark, Finland, France, Iceland, Liechtenstein, Luxembourg, Norway, Spain and any country subsequently determined by Moody's to be a Moody's Group III Country (provided that the Trustee is notified in writing of such determination). "Moody's Group IV Country": Any of the following countries: Greece, Italy, Portugal, Japan and any country subsequently determined by Moody's to be a Moody's Group IV Country (provided that the Trustee is notified in writing of such determination). "Moody's Industry Classification Group": Any of the Moody's industrial classification groups, any additional classification groups established by Moody's with respect to the Initial Collateral Obligations, and any other classification groups that may be subsequently established by Moody's with respect to new Collateral Obligations that are added to the Collateral and provided, in each case, by the Collateral Manager or Moody's to the Trustee. Notwithstanding anything to the contrary herein, Structured Finance Obligations will not be deemed to be in any Moody's Industry Classification Group. "Moody's Non Senior Secured Loan": Any Loan that is not (i) a Moody's Senior Secured Loan nor (ii) a loan described in subclauses (a)—(c) of clause (iii) of the definition of Moody's Senior Secured Loan. "Moody's Obligation Rating": With respect to any Collateral Obligation or Collateral Obligation as of any date of determination, the rating determined in accordance with the following, in the following order of priority: 34 EFTA00596166

(a) With respect to a Moody's Senior Secured Loan: (i) if it has a Moody's Assigned Rating, such Moody's Assigned Rating; or (ii) if the preceding clause does not apply, the rating that is one rating subcategory above the Moody's Equivalent Senior Unsecured Rating; (b) With respect to a Moody's Non Senior Secured Loan or Bond: (i) if it has a Moody's Assigned Rating, such Moody's Assigned Rating; or (ii) if the preceding clause does not apply, the Moody's Equivalent Senior Unsecured Rating; (c) With respect to a Synthetic Security, the Moody's Assigned Rating thereof; (d) With respect to a DIP Loan, the Moody's Assigned Rating thereof; and (e) With respect to a Structured Finance Obligation, the Moody's Assigned Rating thereof; Notwithstanding the foregoing, if the Moody's rating or ratings used to determine the Moody's Obligation Rating are on watch for downgrade or upgrade by Moody's, such rating or ratings will be adjusted down one subcategory (if on watch for downgrade) or up one subcategory (if on watch for upgrade). "Moody's Rating": The Moody's Default Probability Rating; provided that, with respect to the Collateral Obligations generally, if at any time Moody's or any successor to it ceases to provide rating services, references to rating categories of Moody's in the Indenture will be deemed instead to be references to the equivalent categories of any other nationally recognized investment rating agency selected by the Collateral Manager (with written notice to the Issuer and the Trustee), as of the most recent date on which such other rating agency and Moody's published ratings for the type of security in respect of which such alternative rating agency is used. "Moody's Rating Factor": With respect to any Collateral Obligation, the number set forth in the table below opposite the Moody's Rating of such Collateral Obligation: 35 EFTA00596167

Moody's Rating Moody's Rating Factor Moody's Rating Moody's Rating Factor "Aaa" 1 "Bal" 940 "Aal" 10 "Ba2" 1350 "Aa2" 20 "Ba3" 1766 "Aa3" 40 "B 1" 2220 "Al" 70 "B2" 2720 "A2" 120 "B3" 3490 "A3" 180 "Caal" 4770 "Baal" 260 "Caa2" 6500 "Baa2" 360 "Caa3" 8070 "Baa3" 610 "Ca" or lower 10000 For purposes of determining the Weighted Average Rating, (i) any Collateral Obligation issued or guaranteed by the United States government or any agency or instrumentality thereof is assigned a Moody's Rating Factor of 1; (ii) the Moody's Rating Factor for any Structured Finance Obligation shall be its Moody's Adjusted Rating Factor and (iii) any Collateral Obligation that does not have a Moody's Rating at the date of acquisition shall promptly be submitted to Moody's to obtain an estimate and pending such estimate shall be deemed to have a Moody's Rating of "Caal" (or, in the case of a Form-Approved Synthetic Security, will be assigned a Moody's Rating Factor based on the Moody's Rating Factor of the Reference Obligation, unless otherwise specified by Moody's); provided that the Collateral Manager has a reasonable expectation that such Collateral Obligation will be assigned a Moody's Rating of at least "Caal." "Moody's Recovery Amount": With respect to any Collateral Obligation which is a Defaulted Obligation or a Deferring PIK Obligation, the amount equal to the product of (i) the applicable recovery rate set forth in the table under the definition of "Moody's Recovery Rate" and (ii) the principal balance of such Defaulted Obligation or Deferring PIK Obligation, or such higher amount as is approved by Moody's; provided that the "Moody's Recovery Amount" of any Synthetic Security which is a Defaulted Obligation or a Deferring PIK Obligation will be the amount determined by Moody's. "Moody's Recovery Rate": With respect to a Collateral Obligation that is a Loan or Bond as of any date of determination, the recovery rate determined in accordance with the following, in the following order of priority: (i) if the Loan or Bond has been specifically assigned a recovery rate by Moody's (for example, in connection with the assignment by Moody's of an estimated rating), such recovery rate; (ii) if the preceding clause does not apply to the Loan or Bond and the Loan is a Moody's Senior Secured Loan or a Moody's Non Senior Secured Loan, the rate determined pursuant to the table below based on the number of rating subcategories difference between the Loan's or Bond's Moody's Obligation Rating and its Moody's Default Probability Rating (for purposes of clarification, if the Moody's Obligation 36 EFTA00596168

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 Ratings Subcategories Difference Between the Moody's Obligation Rating and the Moody's Default Probability Rating Moody's Senior Secured Loans Moody's Non Senior Secured Loans Bonds +2 or more 60.0% 45.0% 40.0% +I 50.0% 42.5% 35.0% 0 45.0% 40.0% 30.0% -I 40.0% 30.0% 15.0% -2 30.0% 15.0% 10.0% -3 or less 20.0% 10.0% 2.0% or (iii) if no recovery rate has been specifically assigned with respect to a Loan pursuant to clauses (i) above, and the Loan is a DIP Loan, 50%. With respect to a Collateral Obligation that is a Structured Finance Obligation, the Moody's Structured Finance Recovery Rate therefor. With respect to a Collateral Obligation that is a Synthetic Security, the rate assigned by Moody's on a case-by-case basis. "Moody's Senior Secured Loan": (a) A Loan that: (i) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the Obligor of the Loan, (ii) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the Obligor's obligations under the Loan, and (iii) the value of the collateral securing the Loan, together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow), is adequate (in the commercially reasonable judgment of the Collateral Manager) to repay the Loan in accordance with its terms and to repay all other loans of equal seniority secured by a first lien or security interest in the same collateral, or (b) a Loan that: (i) 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, with respect to a Loan described in clause (i) above, with respect to the liquidation of such obligor or the collateral for such loan, 37 EFTA00596169

(ii) is secured by a valid second priority perfected security interest or lien in, to or on specified collateral securing the Obligor's obligations under the Loan, (iii) the value of the collateral securing the Loan, together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow), is adequate (in the commercially reasonable judgment of the Collateral Manager) to repay the Loan in accordance with its terms and to repay all other loans of equal or higher seniority secured by a first or second lien or security interest in the same collateral, and (iv) such rating is not lower than the Corporate Family Rating by Moody's of such Obligor; and (c) the Loan is not: (i) a DIP Loan, (ii) a Loan for which the security interest or lien (or the validity or effectiveness thereof) in substantially all of its collateral attaches, becomes effective, or otherwise "springs" into existence after the origination thereof, or (iii) a type of loan that Moody's has identified as having unusual terms and with respect to which its Moody's Recovery Rate has been or is to be determined on a case-by-case basis. "Moody's Structured Finance Recovery Rates": The Moody's Recovery Rate for a Structured Finance Obligation will be the applicable rate set forth below based on the appropriate sector as categorized by Moody's: Collateralized Debt Obligations include (1) High-diversity CDOs (Diversity Score in excess of 20); and (2) Low-Diversity CDOs (Diversity Score of 20 or less) High Diversity Collateralized Debt Obligations Initial Rating of Underlying Asset % of Underlying Capital Structure(I) Aaa Aa A Baa Ba B >70% 85% 80% 65% 55% 45% 30% <=70%, >10% 75% 70% 60% 50% 40% 25% <=10%, >5% 65% 55% 50ci 40% 30% 20% <=5%,>2% 55% 45% 405E 35% 25% 10% <=?96 45% 35% 30% 25% 10% 5% 38 EFTA00596170

Low Diversity Collateralized Debt Obligations lni ial Rating of Underlying Asset % of Underlying Capital Structure( I) Aaa Aa A Baa Ba B >70% S0% 75% 60% 50% 45% 30% <=70%, >10% 70% 60% 55% 45% 35% 25% <=10%, >5% 60% 50% 45% 35% 25% 15% <=5%,>2% 50% 40% 35% 30% 20% 10% <=2% 30% 25% 20% 15% 7% 4% (I) Initial par amount of tranche to which Structured Finance Obligation relates divided by initial par amount of total securities issued by Structured Finance Obligation issuer. "Moody's Weighted Average Recovery Rate": As of any date of determination, the number obtained by (a) multiplying the applicable Moody's Recovery Rate as of such date of each Collateral Obligation (excluding any Defaulted Obligations and Deferring PIK Obligations) by its Principal Balance; (b) summing the amount obtained in clause (a) on such date and (c) dividing the sum obtained in clause (b) by the Aggregate Principal Balance of all Collateral Obligations (excluding any Defaulted Obligations and Deferring PIK Obligations). "Non-Call Period": The period from the Closing Date to but excluding the Payment Date in December 2010. "Non-Permitted ERISA Holder": As defined in Section 2.12 of this Indenture. "Noteholder": With respect to any Note, the Person whose name appears on the Register as the registered holder of such Note. "Note Interest Amount": With respect to any specified Class of Senior Notes and any Payment Date, the amount of interest for the next Periodic Interest Accrual Period payable in respect of each U.S. $100,000 principal amount of such Class of Senior Notes. "Note Interest Rate": The Class A-I Interest Rate, the Class A-2 Interest Rate, the Class B Interest Rate, the Class C Interest Rate and/or the Class D Interest Rate, as applicable. "Note Payment Sequence": The application, in accordance with the Priority of Payments, of Interest Proceeds or Principal Proceeds, as applicable, in the following order: (i) to the redemption of the Class A-1 Notes until the Class A-1 Notes have been fully redeemed; (ii) to the redemption of the Class A-2 Notes until the Class A-2 Notes have been fully redeemed; (iii) to the payment of unpaid Deferred Interest on the Class B Notes, until such amounts have been paid in full; 39 EFTA00596171

(iv) to the redemption of the Class B Notes, until the Class B Notes have been fully redeemed; (v) to the payment of unpaid Deferred Interest on the Class C Notes, until such amounts have been paid in full; (vi) to the redemption of the Class C Notes, until the Class C Notes have been fully redeemed; (vii) to the payment of unpaid Deferred Interest on the Class D Notes, until such amounts have been paid in full; and (viii) to the redemption of the Class D Notes, until the Class D Notes have been fully redeemed. "Notes": Collectively, the Notes authorized by, and authenticated and delivered under, this Indenture (as specified in Section 2.3) or any supplemental indenture. "Notice of Default": As defined in Section 6.2. "Obligor": The applicable issuer, borrower or guarantor (which in any case is a corporation, company, partnership or trust), or any successor thereto with respect to such Collateral Obligation. "OC Numerator": As of any date of determination, the sum of (a) the Aggregate Principal Balance of the Collateral Obligations (other than (i) Defaulted Obligations and (ii) Deferring PIK Obligations), (b) without duplication, the amounts on deposit in the Collection Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, (c) the lesser of the (i) Collateral Value of all Defaulted Obligations (other than Defaulted Obligations that have been held by the Issuer for more than three years) and all Deferring PIK Obligations and (ii) Moody's Collateral Value of all Defaulted Obligations (other than Defaulted Obligations that have been held by the Issuer for more than three years) and all Deferring PIK Obligations and (d) any unpaid accrued interest on any Collateral Obligation or Eligible Investment that was purchased with Principal Proceeds but excluding any deferred or capitalized interest. "Offer": As defined in Section 10.7(c). "Offering": The offering of the Securities pursuant to the Offering Circular. "Offering Circular": The final offering circular, dated January 17, 2007 relating to the Securities. "Officer": With respect to the Issuer, the Co-Issuer and any corporation, any director, the Chairman of the Board of Directors, the President, any Vice President, the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of such entity; with respect to any partnership, any general partner thereof; with respect to a limited liability company, any managing member or managing director thereof, and with respect to the Trustee, any Trust Officer. 40 EFTA00596172

"Opinion of Counsel": A written opinion addressed to the Issuer, the Trustee and, if required by any Rating Agency, such Rating Agency, in form and substance reasonably satisfactory to the Issuer, the Trustee and such Rating Agency, of an attorney at law admitted to practice before the highest court of any state of the United States or the District of Columbia (or the Cayman Islands, in the case of an opinion relating to the laws of the Cayman Islands), which attorney may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer or the Co-Issuer or the Collateral Manager, as the case may be, and which attorney shall be reasonably satisfactory to the Trustee. Whenever an Opinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are so admitted and so satisfactory, which opinions of other counsel shall accompany such Opinion of Counsel and shall either be addressed to the Trustee and, if required by any Rating Agency, such Rating Agency or shall state that the Trustee and such Rating Agency shall be entitled to rely thereon. "Optional Redemption": A redemption of the Notes in accordance with Section 9.2(a). "Optional Redemption Date": As defined in Section 9.2(a). "Ordinary Shares": The Issuer's authorized ordinary shares, consisting of 1,000 ordinary shares, $1.00 par value per share. "Outstanding": With respect to the Securities of any specified Class, as of any date of determination, all of the Securities or all of the Securities of such Class, as the case may be, theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore canceled by the Registrar or delivered to the Registrar for cancellation; (ii) Securities or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities pursuant to Section 4.1(a)(ii); provided that if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (iii) Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless proof satisfactory to the Trustee is presented that any such Securities are held by a Holder in due course; and (iv) Securities alleged to have been mutilated, destroyed, lost or stolen for which replacement Securities have been issued as provided in Section 2.7; provided, that in determining whether the Holders of the requisite Aggregate Principal Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (a) Securities owned by the Issuer, the Co-Issuer, or (as set forth in the Collateral Management Agreement) the Collateral Manager or any Affiliate of the Collateral Manager, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, 41 EFTA00596173

consent or waiver, only Securities that the Trustee knows to be so owned shall be so disregarded and (b) Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer, the Co-Issuer, or (as set forth in the Collateral Management Agreement) the Collateral Manager or any Affiliate of the Collateral Manager or any employee of the Collateral Manager or such an Affiliate. "Overcollateralization Ratio": For any specified Class or Classes of Senior Notes as of any Measurement Date, the percentage derived from dividing (i) the OC Numerator al (ii) the Aggregate Principal Amount of the Notes of such Class and each Class of Notes that ranks senior to such Class, in each case, if applicable (together with any Deferred Interest with respect to such Classes of Notes). "Overcollateralization Test": A test that will be satisfied for any specified Class or Classes of Senior Notes as of any Measurement Date beginning on the Determination Date related to the first Payment Date following the Ramp-Up Period if the Overcollateralization Ratio for such Class or Classes is at least equal to the applicable Required Coverage Ratio for such Class or Classes. "Partial PIK Obligation": Any PIK Obligation but only if (a) a portion of interest accruing on the outstanding principal amount thereof may not be deferred and capitalized, (b) such interest is required to be paid in cash no less frequently than semi-annually and (c) the rate at which such cash-pay interest accrues is not less than (i) in the case of a floating rate security, the London Interbank offered rate (as applicable to such floating rate security) plus 2.0% and (ii) in the case of a fixed rate security, the zero coupon swap rate equivalent of LIBOR (as would be calculated for each Periodic Interest Accrual Period ending on or after the date of acquisition of such fixed rate security) plus 2.0%. For purposes hereof, each Partial PIK Obligation will be treated as having a principal balance which excludes any deferred or capitalized interest thereon. "Paying Agent": Any Person authorized by the Issuer to pay the principal of, interest on or distributions in respect of any Notes on behalf of the Issuer as specified in Section 7.2. "Payment Account": The trust account of the Trustee established pursuant to Section 10.3. "Payment Date": March 20, June 20, September 20 and December 20 in each year, commencing with and including June 20, 2007 (or, if any such day is not a Business Day, then the next succeeding Business Day). "Payment Date Report": The meaning specified in Section 10.6(6). "Periodic Interest Accrual Period": (a) With respect to the initial Payment Date, the period from and including the Closing Date to but excluding such initial Payment Date and (b) with respect to each Payment Date thereafter, the period from and including the preceding Payment Date to but excluding such Payment Date. 42 EFTA00596174

"Permanent Regulation S Global Security": The meaning specified in Section 2.2(b)(ii). "Person": Any individual, corporation, partnership, limited liability partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof. "PIK Obligation": An obligation that permits deferral and/or capitalization of interest or other periodic distribution otherwise due. Except as otherwise provided herein, each PIK Obligation will be considered for purposes of the criteria in Article 12 as having a principal balance which excludes any deferred or capitalized interest thereon. "Placement Agency Agreement": The agreement dated January 17, 2007 by and between the Issuer and the Placement Agent relating to the placement of the Income Notes, as amended from time to time. "Placement Agent": Citigroup Global Markets Inc. "Plan": Any (a) "employee benefit plan" (as defined in Section 3(3) of ERISA) subject to the provisions of Title I of ERISA, (b) "plan" (as defined in Section 4975(e)(1) of the Code) subject to the provisions of Section 4975 of the Code or (c) entity whose underlying assets include "plan assets" of an employee benefit plan described in (a) above or a plan described in (b) above, by reason of Department of Labor regulation Section 2510.3-101 or otherwise. "Pledged Obligations": As of any date of determination, the Collateral Obligations and the Eligible Investments that have been Granted to the Trustee and any Equity Security which forms part of the Collateral. "Pledgor Counterparty": The meaning specified in Section 10.5(d)(i). "Portfolio Profile Test": A test that will be satisfied if, as of any date of determination at, or subsequent to, the end of the Ramp-Up Period, in the aggregate, the Collateral Obligations owned (or, if the Portfolio Profile Test is applied in connection with a proposed purchase of a Collateral Obligation, proposed to be owned) by the Issuer comply with all of the requirements set forth below: (i) The Aggregate Principal Balance of Collateral Obligations that are Caa Collateral Obligations may not exceed 7.5% of the Collateral Principal Amount and the Aggregate Principal Balance of Collateral Obligations that are CCC Collateral Obligations may not exceed 7.5% of the Collateral Principal Amount; (ii) The Aggregate Principal Balance of the Collateral Obligations of a single Obligor may not exceed 2% of the Collateral Principal Amount; (iii) The Aggregate Principal Balance of the Collateral Obligations with Obligors with a Domicile in (i) Canada or any single country that is a Moody's Group I Country may not exceed 10% of the Collateral Principal Amount; (ii) any single country that is a Moody's Group H Country may not exceed 5% of the Collateral Principal 43 EFTA00596175

Amount; (iii) any single country that is a Moody's Group III Country or Group IV Country may not exceed 2.5% of the Collateral Principal Amount; (iv) a Moody's Group II Country or Moody's Group III Country in the aggregate may not exceed 10% of the Collateral Principal Amount; and (v) a Moody's Group IV Country in the aggregate may not exceed 5% of the Collateral Principal Amount. (iv) The Aggregate Principal Balance of the Collateral Obligations with Obligors with a Domicile other than in the United States may not exceed 20.0% of the Collateral Principal Amount; and the Aggregate Principal Balance of the Collateral Obligations with Obligors that are organized in a Tax Advantaged Jurisdiction may not exceed 5% of the Collateral Principal Amount; (v) The Aggregate Principal Balance of the Collateral Obligations that are Revolving Loans may not exceed 10% of the Collateral Principal Amount; (vi) The Aggregate Principal Balance of the Collateral Obligations that are First Lien Loans is at least 90% of the Collateral Principal Amount (with amounts on deposit in the Ramp-Up Account and the Principal Collection Subaccount deemed to be invested in First Lien Loans for purposes of this requirement); (vii) The Aggregate Principal Balance of the Collateral Obligations that bear interest at a fixed rate may not exceed 5% of the Collateral Principal Amount; (viii) The Aggregate Principal Balance of Collateral Obligations that are Synthetic Securities, Collateral Obligations that are participations and Collateral Obligations of Obligors with a Domicile in a country rated below "AA" by may not exceed 20% of the Collateral Principal Amount; (ix) The Aggregate Principal Balance of the Collateral Obligations that do not pay interest at least as frequently as quarterly may not exceed 5% of the Collateral Principal Amount; (x) The Aggregate Principal Balance of the Collateral Obligations of Obligors in any single Moody's Industry Classification Group may not exceed 8% of the Collateral Principal Amount; provided that the Aggregate Principal Balance of the Collateral Obligations of Obligors in each of three Moody's Industry Classification Group may be up to 12% of the Collateral Principal Amount; (xi) The Aggregate Principal Balance of the Collateral Obligations that are DIP Loans may not exceed 7.5% of the Collateral Principal Amount; (xii) The Aggregate Principal Balance of the Collateral Obligations that are Current Pay Obligations may not exceed 5% of the Collateral Principal Amount. (xiii) The Aggregate Principal Balance of the Collateral Obligations that are Structured Finance Obligations may not exceed 5% of the Collateral Principal Amount; (xiv) The Aggregate Principal Balance of the Collateral Obligations that are PIK Obligations (other than Partial PIK Obligations) may not exceed 5% of the Collateral 44 EFTA00596176

Principal Amount; and the Aggregate Principal Balance of Collateral Obligations that are Partial PIK Obligations may not exceed 5% of the Collateral Principal Amount; (xv) The Aggregate Principal Balance of Collateral Obligations that are Loans that are part of a syndicated loan facility that provides for a commitment by the lenders in the aggregate of less than $100 million may not exceed 10% of the Collateral Principal Amount. (xvi) The Aggregate Principal Balance of Collateral Obligations with a final maturity date after the Maturity Date may not exceed 2% of the Collateral Principal Amount; (xvii) The Aggregate Principal Balance of Collateral Obligations that are Deep Discount Collateral Obligations may not exceed 5% of the Collateral Principal Amount; and (xviii) Except as provided herein, the Aggregate Principal Balance of Synthetic Securities or participation interests with a particular Synthetic Security Counterparty, or selling institution, as the case may be, may not exceed the respective percentage of the Collateral Principal Amount specified below under "Single Couraemarty Limit" for the applicable long-term senior unsecured rating by Moody's or of such Synthetic Security Counterparty or selling institution (using the limit for the lower of such ratings, if different), and the Aggregate Principal Balance of all Synthetic Securities or participation interests with all Synthetic Security Counterparties or selling institutions, as the case may be, with a long-term senior unsecured rating by Moody's or at or below a level specified in the table below (using the lower of such ratings for a Synthetic Security Counterparty or selling institution, if different) shall not exceed the percentage of the Collateral Principal Amount specified below under "Aggregate Counterparty Limit" for such rating: Moody's Rating IM Rating Single Counterparty Limit Aggregate Counterpart)' Limit Aaa AAA 15% 20% Aal AA+ 10% 10% Aa2 AA 10% 10% Aa3 AA- 10% 10% Al A+ 5% 5% A2 A 3% 3% Defaulted Obligations will be excluded for all purposes of calculating the Portfolio Profile Test (except as provided in the definition of Collateral Principal Amount). For purposes of the Portfolio Profile Test, unless the context otherwise requires or unless otherwise provided in the Portfolio Profile Test, a Synthetic Security will be deemed to have the characteristics of the 45 EFTA00596177

related Reference Obligation (except that the Moody's Assigned Rating, Moody's Recovery Rate and. Recovery Rate for the Synthetic Security will be used). "Pricing Source": Loan Pricing Corporation, Markit Group Limited or another pricing service that obtains quotations on a daily basis from a similar range of dealers active in the relevant market designated by the Collateral Manager (provided that notice of such designation has been bided to each Rating Agency and Rating Confirmation has been received therefor from "Principal Balance": Subject to Section 1.2, with respect to: (a) any Collateral Obligation other than a Revolving Loan, as of any date of determination, the outstanding principal amount (or, in the case of a Synthetic Security that is a swap, the notional amount) of such Collateral Obligation; (b) any Eligible Investment, as of any date of determination, the outstanding principal amount of such Eligible Investment; and (c) any Revolving Loan, as of any date of determination, the outstanding principal amount of such Revolving Loan plus any Unfunded Commitments that have not been irrevocably reduced with respect to such Revolving Loan; provided that: (i) for all purposes, the Principal Balance of any Equity Security and any exchanged Equity Security will be deemed zero; (ii) for all purposes (other than calculating Overcollateralization Ratios), the Principal Balance of any Deferring PIK Obligation will be increased to reflect any deferred or capitalized interest; (iii) for purposes of calculating the Overcollateralization Ratio only, the Principal Balance of any Deep Discount Collateral Obligation shall be equal to the purchase price of such Deep Discount Collateral Obligation ; (iv) for purposes of calculating the Overcollateralization Ratio only, the Principal Balance of any Defaulted Obligation that has been defaulted for more than three years shall be deemed zero; (v) for purposes of calculating the Overcollateralization Ratio only, the Principal Balance of any Collateral Obligation in which the Trustee does not have a first priority perfected security interest shall be deemed zero; and (vi) for purposes of calculating the Overcollateralization Ratio only, the Principal Balance of each Collateral Obligation included in the Caa/CCC Excess shall be the lesser of its Market Value and its outstanding principal amount; 46 EFTA00596178

provided, further, that if at any time a Collateral Obligation qualifies for inclusion in more than one of the previous paragraphs (i) through (vi), the lowest resulting Principal Balance shall apply. "Principal Collection Subaccount": The principal subaccount of the Collection Account established pursuant to Section 10.2(a). "Principal Financed Accrued Interest": With respect to any Collateral Obligation, an amount equal to the amount of Principal Proceeds, if any, applied toward the purchase of accrued interest with respect thereto. "Principal Priority of Payments": As defined in Section 11.1(a)(ii). "Principal Proceeds": With respect to any Collection Period or Determination Date, all amounts received by the Issuer during the related Collection Period that do not constitute Interest Proceeds. "Priority Class": With respect to any specified Class of Notes, each Class of Notes that ranks senior to such Class, as indicated in Section 2.3. "Priority of Payments": The meaning specified in Section 11.1(a). "Proceeding": Any suit in equity, action at law or other judicial or administrative proceeding. "Process Agent": The meaning specified in Section 14.12. "Proposed Portfolio": The meaning specified within the definition of "M CDO Monitor Test." "Purchase Agreement": The agreement dated January 17, 2007 between the Co- Issuers and the Initial Purchaser relating to the initial purchase of the Senior Notes, as amended from time to time. "QIB/QP": Any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Notes is both a Qualified Institutional Buyer and a Qualified Purchaser. "Qualified Institutional Buyer": The meaning specified in Rule 144A(a)(1) under the Securities Act. "Qualified Purchaser": The meaning specified in Section 2(a)(51) of the Investment Company Act and the rules thereunder. "Ramp-Up Account": The trust account established pursuant to Section 10.5(b). "Ramp-Up End Date": The last day of the Ramp-Up Period. 47 EFTA00596179

"Ramp-Up Period": The period from and including the Business Day following the Closing Date to and including May 1, 2007 (or such shorter period as the Collateral Manager may designate by notice to the Issuer and Trustee). "Ramp-Up Period Criteria": (A) The Portfolio Profile Test, the Collateral Quality Test and the Coverage Tests, collectively and (B) the Aggregate Principal Balance of Collateral Obligations as of the Ramp-Up End Date being equal to or greater than $450,000,000 (including the amount of any prepayment on Collateral Obligations and any sale proceeds of Collateral Obligations that, in either case, have not been reinvested in other Collateral Obligations). "Rating": The Moody's Rating and/or Rating, as applicable. "Rating Agency": Each of Moody's and or, with respect to Pledged Obligations generally, if at any time Moody's or any successor to Moody's or any successor to ceases to provide rating services with respect to debt obligations, any other nationally recognized investment rating agency selected by the Issuer and reasonably satisfactory to a Majority of each Class of Notes. In the event that at any time Moody's ceases to be a Rating Agency, references to rating categories of Moody's in this Indenture shall be deemed instead to be references to the equivalent categories of such other rating agency as of the most recent date on which such other rating agency and Moody's published ratings for the type of obli in respect of which such alternative rating agency is used. In the event that at any time ceases to be a Rating Agency, references to rating categories of in this Indenture shall be deemed instead to be references to the equivalent categories of such other rating agency as of the most recent date on which such other rating agency and published ratings for the type of obligation in respect of which such alternative rating agency is used. "Rating Confirmation": With respect to any specified action, written confirmation by both Rating Agencies, or, if expressly stated, by a specified Rating Agency, that such Rating Agency will not qualify, downgrade or withdraw its then-current respective rating of any Class of Senior Notes solely as a result of such action. "Record Date": With respect to a Payment Date or Maturity Date, as applicable, the close of business on the 15th day prior to such date, or if such day is not a Business Day, the close of business on the next Business Day. "Redemption Date": Any Payment Date specified for a redemption of Notes pursuant to Article 9. "Redemption Price": When used with respect to (i) any Class of Senior Notes, an amount equal to 100% of the Aggregate Principal Amount thereof plus accrued and unpaid interest thereon (including any accrued and unpaid Deferred Interest with respect thereto and accrued and unpaid interest on such Deferred Interest) to the Redemption Date, and (ii) any Income Note, its pro rata share of the amount of the proceeds of the Collateral remaining after giving effect to the redemption of the Senior Notes and the payment in full of all expenses of the Co-Issuers in accordance with the Priority of Payments. 48 EFTA00596180

"Reference Banks": With respect to the determination of LIBOR in accordance with Schedule 5, any four major banks in the London interbank market selected for such purpose. "Reference Entity": An obligor on a Reference Obligation. "Reference Instrument": The indenture, credit agreement or other agreement pursuant to which a security or debt obligation has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such security or debt obligation or of which the holders of such security or debt obligation are the beneficiaries. "Reference Obligation": A debt security or other obligation underlying a Synthetic Security, provided that such security or obligation would, if purchased directly by the Issuer, satisfy the Collateral Obligation Eligibility Criteria (except with respect to final maturity and the frequency of the payment of interest). "Register" and "Registrar": The respective meanings specified in Section 2.6(a). "Registered": A debt obligation that is issued after July 18, 1984, and that is in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and the Treasury Regulations promulgated thereunder. "Registered Office": The registered office of the Issuer which shall be located outside of the United States. "Regulation S": Regulation S under the Securities Act. "Regulation S Global Security": The meaning specified in Section 2.2(b)(ii). "Reinvestment Period": The period from and including the Closing Date to and including the earliest to occur of (i) the Determination Date related to the Payment Date in December 2013 (the "Scheduled Reinvestment Period Termination Date"), (ii) the end of the Collection Period related to the Payment Date immediately following the date on which the Collateral Manager determines that it can no longer invest in additional Collateral Obligations and so notifies the Issuer and the Trustee; (iii) the end of the Collection Period related to the Payment Date on which all of the Notes are scheduled to be redeemed pursuant to Section 9.2, (iv) the date on which the maturity of any Class of Notes is accelerated due to an Event of Default and (v) if the Requisite Securityholders vote to end the Reinvestment Period following the occurrence of a "Key Manager Event" (as defined in the Collateral Manager Agreement), the 90th day after the Ballot for the vote is sent pursuant to the Collateral Management Agreement. "Required Coverage Ratio": With respect to a specified Class or Classes of Senior Notes and the related Interest Coverage Test or Overcollateralization Test as the case may be, as of any date of determination, the applicable percentage indicated below opposite such specified Class: Class Overcollateralization Interest Coverage Ratio Ratio 49 EFTA00596181

Overcollateralization Interest Coverage Class Ratio Ratio A 112.5% 120.0% B 106.9% 115.0% C 104.8% 110.0% D 101.4% 105.0% "Requisite Noteholders": The Holders of at least 66 2/3% of the Aggregate Principal Amount of the Controlling Class. "Requisite Securityholders": Solely for purposes of certain actions that may be taken under the Collateral Management Agreement following a Key Manager Event (as defined therein), (i) if the Class A Overcollateralization Test is satisfied, the Holders of at least 66 2/3% of the Aggregate Principal Amount of the Senior Notes and at least 66 2/3% of the Aggregate Principal Amount of the Income Notes, voting separately; and (ii) if the Class A Overcollateralization Test is not satisfied, the Holders of at least 66 2/3% of the Aggregate Principal Amount of the Controlling Class and the Aggregate Principal Amount of the Income Notes, voting together as a single class. "Revolving Loan": A Loan that (i) provides the borrower with a line of credit against which one or more borrowings (or drawings under a letter of credit for the account of the borrower) may be made and that provides that such borrowed (or drawn) amounts may be repaid and reborrowed from time to time or (ii) is a delayed funding term loan (unless such loan is fully drawn). "Revolving Reserve Account": The trust account established pursuant to Section 10.5(a). "Rule 144A": Rule 144A under the Securities Act. "Rule 144A Global Security": The meaning specified in Section 2.2(c). "Rule 144A Information": The meaning specified in Section 7.15. "M' or "Standard & Poor's: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor or successors thereto. CDO Monitor": A dynamic, analytical computer program developed by and used to estimate defaulted risk of the Collateral Obligations and provided to the Collateral Manager, the Issuer and the Collateral Administrator on or before the Ramp-Up End Date, as it may be modified by and provided to the Collateral Manager and the Trustee in connection with its confirmation of the rating of the Senior Notes following the Closing Date. CDO Monitor Test": A test that will be satisfied as of any date of determination if the Loss Rate Differential for each Class of Senior Notes after giving effect to any acquisition or sale of a Collateral Obligation ("Proposed Portfolio") is positive or is greater 50 EFTA00596182

than or equal to the Loss Rate Differential for such Class of Senior Notes immediately prior to such acquisition or sale (the "Current Portfolio"). "M Collateral Value": With respect to any Defaulted Obligation or Deferring PIK Obligation and any date of determination, (A) for the first 30 days after such Collateral Obligation becomes a Defaulted Obligation or a Deferring PIK Obligation, the. Recovery Amount of such Defaulted Obligation or Deferring PIK Obligation as applicable, as of such date of determination and (B) thereafter, the lesser of (i) the Recovery Amount of such Defaulted Obligation or Deferring PIK Obligation and (ii) the Market Value of such Defaulted Obligation or Deferring PIK Obligation, in each case as of such date of determination. Industry Classification": The Industry Classifications set forth in Schedule 3 hereto. "M Rating" or "Standard & Poor's Rating": With respect to a Collateral Obligation or Reference Obligation that is a Bond or Loan, the rating determined as follows: (i) if there is an issuer credit rating of the related Obligor or its guarantor by M, the most current issuer credit rating for such Obligor or its guarantor (provided that if such issuer credit rating is a confidential private rating, consent to the use of this rating for this purpose must be provided to from such Obligor); (ii) (a) if there is not an issuer credit rating of the Obligor or its guarantor by M, but there is a rating by. on a senior secured obligation of the Obligor or its guarantor, then the. Rating of the Collateral Obligation or Collateral Obligation will be la one subcategory below such rating; (b) if there is not a rating by on a senior secured obligation of the Obligor or its guarantor, but there is a ratio by on a senior unsecured obligation of the Obligor or its starantor, then the Rating will be such rating; and (c) if there is not a rating by = on a senior unsecured obligation of the Obligor or its guarantor, but there is a rating by. on a subordinated obligation of the Obligor or its guarantor, then the. Rating will be one subcategory above such rating; or (iii) if there is neither an issuer credit rating of the Obligor or its guarantor nor a rating by on an obligation of the Obligor or its guarantor, then the Rating may be determined using any one of the methods below: (A) if an cation of the Obligor or its guarantor is publicly rated by Moody's, then the Rating will be determined in accordance with the methodologies for establishing the Moody's Rating set forth above, except that the Rating of such obligation will be (1) one subcategory below the equivalent of the rating assigned by Moody's if such secuilis rated "Baa3" or higher by Moody's and (2) two subcategories below the equivalent of the rating assigned by Moody's if such security is rated "Bal" or lower by Moody's; provided that Collateral Obligations constituting no more than 10% of the Collateral Principal Amount may be given a Rating based on a rating given by Moody's as provided in this subclause (A) (after giving effect to the addition of the relevant Collateral Obligation, if applicable); 51 EFTA00596183

(B. if no other security or obligation of the Obligor or its guarantor is rated by or Moody's, then the Collateral Manager may apply to III for a credit rating estimate, which will be its Rating provided that pending such application the Rating of such Collateral Obligation will be deemed to be "CCC+" if the Collateral Manager reasonably believes that the appropriate credit it is "CCC+" or greater, or otherwise "CCC-"; provided, however, that if the credit estimate actually assigned to any obligation that had been deemed to have an Rating of "CCC+" pursuant to this provision pending such estimate is lower than "CCC+", thereafter the Rating of any obligation pending assignment of a credit estimate shall be "CCC-"; or (C) if such Collateral Obligation is not rated by Moody's or no other security or obligation of the Obligor or its guarantor is rated by or Moody's and if the Collateral Manager determines in its sole discretion based on information available to it after reasonable inquiry that such Obligor (x) is not subject to any bankruptcy or reorganization proceedings nor in default on any of its obligations, (y) is a legally constituted corporate entity having the minimum legal, financial and operational infrastructure to carry on a definable business, deliver and sell a product or service and report its results in generally accepted accounting terms as verified by a reputable audit firm and (z) is not so vulnerable to adverse business, financial and economic conditions that default in its financial or other obligations is foreseeable in the near term if current operating trends continue, then the Ratio t will be "CCC-"; provided that the Collateral Manager must request from an credit rating on such Obligor within 30 days after the addition of the relevant Collateral Obligation; provided, further, that Collateral Obligations constituting no more than 5% of the Collateral Principal Amount may be given an Rating based on this subclause (C) (after giving effect to the addition of the relevant Collateral Obligation, if applicable); provided that if (i) the relevant Obligor or guarantor or obligation is placed on any positive "credit watch" list by IS such rating will be increased by one rating subcategory or (iiflte relevant Obligor or guarantor or obligation is placed on any negative "credit watch" list by i, such rating will be decreased by one rating subcategory; provided further that with respect to any Collateral Obligation or Reference Obligation to which clause (B) and (C) above are applicable or for which a credit estimate was obtained, for so long as any Notes remain Outstanding, prior to or immediately following the acquisition of any such Collateral Obligation, and on or prior to each one-ir anniversary of the acquisition of any such Collateral Obligation, the Issuer shall submit to a request to perform a credit estimate on such Collateral Obligation, together with all information reasonably required by to perform such credit estimate. Notwithstanding the foregoing, in the case of a Collateral Obligation that is (A) a DIP Loan, the. Ratio shall be (1) the rating assigned thereto by if the rating is public, (2) the rating assigned by if the rating is confidential, but only if all appropriate parties have provided written consent to its disclosure and use, (3) the rating assigned by thereto through 52 EFTA00596184

an estimated rating or (4) the rating assigned thereto by in connection with the addition thereof to the Collateral upon the request of the Collateral Manager or (B) a Current Pay eC ation, the Rating of such Collateral Obligation shall be deemed to be "CCC-" unless explicitly assigns another rating to such Collateral Obligation. In the case of a Collateral Obligation that is a PIK Obligation, the Rating may not be determined pursuant to clause (iii)(A) above. Notwithstanding the foregoing, with respect to a Structured Finance Obligation, the Rating will be determined as follows: (i) if such Structured Finance Obli ation is rated by M, the Rating will be such rating (provided that if the Rating on such Structured Finance Obligation is a private rating, consent to use such Rao must have been obtained), or, if such Structured Finance Obligation is not rated by M, but the Collateral Manager has mr lested that provide a credit estimate for such Structured Finance Obligation, the Rating will be the rating so provided by.; provided that if such Structured Finance Obligation has been put on a "watchlist" for possible downgrade by then the Rating of such Structured Finance Obligation shall be one subcategory below its rating then in effect; ii) with respect to any Structured Finance Obligation that has not been rated by asuant to clause (i) above but has been publicly rated by Moody's or Fitch, then the Rating of such Structured Finance Obligation may be determined using the applicable method below: (A) with respect to any Structured Finance Obligation issued before August 1, 2001, (1) if such Structured Finance Obligation is rated at least "Baa3" by Moody's or at least "BBB-" batch, then the Rating thereof will be one rating subcategory below the equivalent rating of the lower of such Moody's rating or Fitch rating and (2) if such Structured Finance Obligation is rated below "Baa3" by Moody's or below "BBB-" bthch, then the Rating thereof will be two rating subcategories below the equivalent rating of the lower of such Moody's rating or Fitch rating; or (B) with respect to any Structured Finance Obligation issued on or after August 1, 2001, (1) if such Structured Finance ation is rated at least "Baa3" by Moody's or at least "BBB-" SLFitch, then the MI Rating thereof will be two rating subcategories below the equivalent rating of the lower of such Moody's rating or Fitch rating and (2) if such Structured Finance Obligation is rated below "Baa3" by Moody's or below "BBB-" bthch, then the Rating thereof will be three rating subcategories below the equivalent rating of the lower of such Moody's rating or Fitch rating; provided that (x) the Aggregate Principal Balance of Structured Finance Obligations with an Rating determined pursuant to paragraph (ii) above may not exceed 10% of the Collateral Principal Amount and (y) if a Structured Finance Obligation is not rated by III and is not 53 EFTA00596185

described in paragraph (ii), the Collateral Manager must request that assign a credit estimate rating to such Structured Finance Obligation. With respect to any Collateral Obligation above for which a credit estimate is obtained, for so long as any Notes remain Outstanding, on or prior to each one-fir anniversary of the acquisition of any such Collateral Obligation, the Issuer shall submit to a request to perform a credit estimate on such Collateral Obligation, together with all information reasonably required by to perform such credit estimate. Recovery Amount": With respect to any Collateral Obligation which is a Defaulted Obligation or a Deferring PIK Obligation, the amount equal to the product of (i) the applicable recovery rate set forth in the definition of "M Recovery Rate" and (ii) the principal balance of such Defaulted Obligation or Deferring PIK Obligation or such higher amount as is approved by M. Recove Rate": With respect to a Collateral Obligation that is a (i) First Lien Loan, 57%, unless shall have assigned a higher recovery rate to such Secured Loan, (ii) Subordinated Lien Loan or senior unsecured Loan, 40%, unless shall have assigned a higher recovery rate to such Loan (provided that to the extent the Aggregate Principal Balance of Subordinated Lien Loans exceeds 15% of the Collateral Principal Amount, the Recovery Rate for Subordinated Lien Loans shall be 22.8%), (iii) subordinated loan, 22.8%, unless shall have assigned a higher recovery rate to such Loan, (iv) senior secured Bond, 47.5%, (v) senior unsecured Bond, 34.5%, (vi) subordinated Bond 21.5%, (vii) Structured Finance Obligation, the percentage set forth in the definition of Structured Finance Recovery Rates" and (viii) Synthetic Security or DIP Loan, the percentage specified by on a case-by- case basis. Scenario Default Rate": For any Class of Senior Notes as of any time, an in estimate of the cumulative default rate rcentage for the Current Portfolio or Proposed Portfolio, as applicable, consistent with the Rating of such Class of Senior Notes as of the Closing Date, determined by application of the CDO Monitor at such time. "M Structured Finance Recovery Rates": The M Recovery Rate for a Structured Finance Obligation will be the applicable rate set forth below based on the appropriate asset class and highest rated liability rating as categorized by.: Senior Asset Class Liability rating AAA AA A BBB BB B CCC AAA 80.0% 85.0% 90.0% 90.0% 90.0% 90.0% 90.0% AA 70.0% 75.0% 85.0% 90.0% 90.0% 90.0% 90.0% A 60.0% 65.0% 75.0% 85.0% 90.0% 90.0% 90.0% BBB 50.0% 55.0% 65.0% 75.0% 85.0% 85.0% 85.0% 54 EFTA00596186

Junior Asset Class Liability rating AAA AA A BBB BB B CCC AAA 65.0% 70.0% 80.0% 85.0% 85.0% 85.0% 85.0% AA 55.0% 65.0% 75.0% 80.0% 80.0% 80.0% 80.0% A 40.0% 45.0% 55.0% 65.0% 80.0% 80.0% 80.0% BBB 30.0% 35.0% 40.0% 45.0% 50.0% 60.0% 70.0% BB 10.0% 10.0% 10.0% 25.0% 35.0% 40.0% 50.0% B 2.5% 5.0% 5.0% 10.0% 10.0% 20.0% 25.0% CCC 0.0% 0.0% 0.0% 0.0% 2.5% 5.0% 5.0% "M Weighted Average Recovery Rate": As of any date of determination, the percentage obtained by (a) calculating the Recovery Amount of each Collateral Obligation (excluding any Defaulted Obligations) in the Collateral; (b)(i) summing the amounts obtained in clause (a) on such date and (ii) adding to the sum obtained in clause (b)(i) an amount equal to the product of the amount of Principal Proceeds in the Collection Account and the Recovery Rate for First Lien Loans and (c) dividing the sum obtained in clause (b) by the sum of (i) the Aggregate Principal Balance of all Collateral Obligations in the Collateral as of such date (excluding any Defaulted Obligations and (ii) the Principal Proceeds in the Collection Account. For purposes of determining the Weighted Average Recovery Rate, the "M Recovery Amount" for any Collateral Obligation of a given category will be the product of (x) the applicable Recovery Rate and (y) the Principal Balance of such Collateral Obligation. "Sale": The meaning specified in Section 5.17. "Sale Proceeds": All proceeds (excluding accrued interest included in the Interest Proceeds) received with respect to Collateral as a result of sales of such Collateral in accordance with Article 12 less any reasonable expenses incurred by the Collateral Manager or the Trustee (other than amounts payable as Administrative Expenses) in connection with such sales. "Schedule of Collateral Obligations": The schedule of Collateral Obligations, the initial version of which is attached as Schedule 1 hereto, which schedule shall include the Principal Balance the interest rate, the Maturity Date, the Moody's Industry Classification Group and the Industry Classification, as amended from time to time to reflect the release of Collateral Obligations pursuant to Article 10 hereof and the inclusion of additional Collateral Obligations as provided in Sections 7.19 and 12.2 hereof. "Scheduled Distribution": With respect to any Pledged Obligation, for each Due Date, the scheduled payment of principal and/or interest due on such Due Date with respect to such Pledged Obligation, determined in accordance with the assumptions specified in Section 1.2 hereof. "Secured Loan": A Loan that (i) is not and by its terms is not permitted to become subordinated by its terms to any other indebtedness of the borrower for borrowed money and (ii) is secured by a valid and perfected security interest in specified collateral; provided that Subordinated Lien Loans shall constitute Secured Loans. 55 EFTA00596187

"Secured Parties": The meaning assigned in the first granting clause hereof "Securities": The Notes. "Securities Account": The meaning specified in the UCC. "Securities Act": The United States Securities Act of 1933, as amended. "Securities Intermediary": The meaning specified in the UCC. "Senior Management Fee": With respect to a Payment Date, an amount equal to 0.20% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) on the Fee Basis Amount as of the beginning of the Collection Period relating to such Payment Date. To the extent not paid on any Payment Date, the Senior Fee will be deferred to the next Payment Date, without the accrual of any interest thereon. "Senior Notes": Collectively, the Class A Notes, Class B Notes, Class C Notes and Class D Notes. "Special Redemption": As defined in Section 9.5. "Special Redemption Amount": As defined in Section 9.5. "Special Redemption Date": As defined in Section 9.5. "Step-up Obligation": An obligation which bears interest at a fixed rate until a specified future date or dates, at which time it bears interest at a fixed rate that is higher than the previous rate. "Structured Finance Obligation": A security that (i) is issued by a special purpose vehicle and secured by all or a portion of the assets thereof, (ii) is a cash-flow or synthetic "collateralized debt obligation" security, (iii) with respect to which substantially all of the underlying assets or reference assets are loans, bonds or other debt obligations issued by a corporation, partnership or company or asset-backed securities, (iv) with respect to which information concerning the outstanding principal amount, payments scheduled to be made and actually made, interest or principal deferred or written down and other principal economic terms is available generally on a current basis to market participants (including through data vendors (v) that had as of the date of issuance thereof a Moody's Rating of at least "Ba3" or an rating of at least "BB-" and (vi) that has as of its date of purchase a Moody's Rating of at least "B3" and an rating of at least "B-". Notwithstanding the foregoing, the Issuer shall not be permitted to acquire Structured Finance Obligations (i) for which the Collateral Manager acts as investment adviser or investment manager for the relevant issuer or (ii) that do not have a Moody's Assigned Rating. "Subordinated Lien Loan": A Loan that (i) is not (and by its terms is not permitted to become) subordinate in right of payment to any other debt for borrowed money incurred by the obligor under the Loan, other than a First Lien Loan, and (ii) is secured by a valid and perfected security interest or lien on specified collateral securing the obligor's obligations under such Loan, which security interest or lien is not subordinate to the security 56 EFTA00596188

interest or lien securing any other debt for borrowed money other than a First Lien Loan on such specified collateral; provided, however, that with respect to clauses (i) and (ii) above, such right of payment, security interest or lien may be subordinate to customary permitted liens, such as, but not limited to, tax liens. "Subordinate Management Fee": With respect to a Payment Date, an amount equal to 0.30% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) on the Fee Basis Amount as of the beginning of the Collection Period relating to such Payment Date. To the extent not paid on any Payment Date, the Subordinate Management Fee will be deferred to the next Payment Date. Notwithstanding anything to the contrary herein, the Collateral Manager may elect to defer payment of the Subordinate Management Fee for any Payment Date, and to the extent it is not paid on any Payment Date as a result of the Collateral Manager's deferral thereof, the Subordinate Management Fee will accrue interest at a rate equal to LIBOR for the relevant period (which interest shall be included in the Subordinate Incentive Management Fee for the Payment Date on which such deferred amount is paid). "Successor Entity": As defined in Section 7.10. "Synthetic Security": Any derivative financial instrument with respect to one or more Reference Obligations entered into with a Synthetic Security Counterparty whether in the form of a swap transaction, structured bond investment, credit-linked note, credit-linked certificate or other similar instrument (including, without limitation, a Loan Credit Default Swap), purchased, or entered into, by the Issuer, for which the Issuer has received Rating Confirmation relating to the inclusion of such derivative financial instrument in the Collateral (except in the case of a Form-Approved Synthetic Security); provided that such derivative financial instrument either (x) will be treated as debt or a notional principal contract for U.S. federal income tax purposes or (y) has no payments that are subject to U.S. withholding tax or U.S. insurance premium excise tax; provided, further, that the Collateral Manager shall request from Moody's the Moody's Rating, Mood 's Ratir Factor and Moody's Recovery Rate for such Synthetic Security and request from MI the Rating and Recovery Rate for such Synthetic Security (except as otherwise provided herein, and provided that a Loan Credit Default Swap that is a Form-Approved Synthetic Security will be deemed to have the characteristics of the related Reference Obligation (other than for purposes of the III Rating and the III Recovery Rate for such Synthetic Security)); provided, further, that (i) no Synthetic Security may include Restructuring (as defined in the 2003 ISDA Credit Derivatives Definitions) as a Credit Event (as defined in the 2003 ISDA Credit Derivatives Definitions) and (ii) any Synthetic Security which is subject to a Credit Event (as defined in the 2003 ISDA Credit Derivatives Definitions) may only be settled by delivery of a qualifying deliverable obligation; provided, further, that any amendment or modification of any contract relating to a Synthetic Security for which the Issuer previously obtained Rating Confirmation may only be entered into with Rating Confirmation. Except as otherwise provided herein, for purposes of the determination of the Weighted Average Fixed Rate Coupon, Weighted Average LIBOR Spread, Weighted Ave. Life Test, Weighted Average Rating, Moody's Weighted Average Recovery Rate and Weighted Average Recovery Rate, a Synthetic Security will be deemed to have the characteristics of such Synthetic Security (and not the related Reference Obligation). For purposes of the Portfolio Profile Test, a Synthetic Security will be deemed to have the characteristics of the related Reference Obligation (except that the Moody's Assigned Rating, the Moody's Recovery Rate and the Recovery Rate will be used). 57 EFTA00596189

"Synthetic Security Counterparty": An entity (other than the Issuer) required to make payments on a Synthetic Security (including any guarantor). "Synthetic Security Counterparty Account": A trust account established pursuant to Section 10.5(c). "Synthetic Security Issuer Account": A trust account established pursuant to Section 10.5(d). "Tax": Any present or future tax, levy, impost, duty, charge, assessment, deduction, withholding or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority other than a stamp, registration, documentation or similar tax. "Tax Advantaged Jurisdiction": One of the Cayman Islands, Bermuda, the Netherlands Antilles or the tax advantaged jurisdiction of the Channel Islands, or such other jurisdiction that each Rating Agency has confirmed in writing will not result in a qualification, downgrade or withdrawal of its then-current rating of any Class of Securities. `Tax Event": Either (i) the adoption of, or a change in, any tax statute (including the Code), treaty, regulation (whether temporary or final), rule, ruling, practice, procedure or judicial decision or interpretation which results or will result in withholding tax payments in an amount in excess of 10% of the net income of the Issuer during the Collection Period as a result of the imposition of withholding tax on payments to the Issuer with respect to which the Obligors are not required to make gross-up payments that cover the full amount of such withholding taxes on an after-tax basis or (ii) a final determination by the Internal Revenue Service or a court of competent jurisdiction or an opinion of nationally recognized tax counsel experienced in such matters acceptable to the Collateral Manager to the effect that the Issuer is or has become subject to taxation in an amount in excess of 10% of the net income of the Issuer during the Collection Period, whether as a result of being deemed to be engaged in the conduct of a trade or business within the United States for U.S. federal income tax purposes or otherwise. `Temporary Regulation S Global Security": The meaning specified in Section 2.2(b). `Term Loan": A Loan that is a funded term loan (including a fully-funded delayed-funding term loan). `Transfer Agent": The Person or Persons, which may be the Issuer, authorized by the Issuer to exchange or register the transfer of Notes. `Transferee Certificate": The meaning specified in Section 2.6(g)(i). `Trust Officer: When used with respect to the Trustee, any officer within the Corporate Trust Office (or any successor group of the Trustee) including any vice president, assistant vice president or officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Corporate Trust Office because of his knowledge of 58 EFTA00596190

and familiarity with the particular subject and having direct responsibility for the administration of this Indenture. "Trustee": As defined in the first sentence of this Indenture. "UCC": The Uniform Commercial Code as in effect from time to time in the State of New York. "Uncertificated Security": The meaning specified in Section 8-102(a)(18) of the UCC. "Unfunded Commitment": With respect to a Revolving Loan, the obligation of the lenders thereunder to extend credit to or for the account of the applicable borrower(s) thereunder. "Unfunded Portion": With respect to an Unfunded Commitment, the amount available to be borrowed or drawn thereunder, assuming compliance with all applicable conditions to borrowing or drawing. "Unregistered Securities": The meaning specified in Section 5.17(c). "Unscheduled Principal Payments": With respect to a Collateral Obligation, any principal payments received during the relevant Collection Period as a result of redemptions, optional redemptions, exchange offers, tender offers or other unscheduled payments or prepayments, and unscheduled sinking fund payments made at the option of the issuer thereof "U.S. Person": The meaning specified in Regulation S. "Weighted Average Fixed Rate Coupon": On any date of determination, with respect to any Collateral Obligations that bear interest at a fixed rate other than Defaulted Obligations, Deferring PIK Obligations and Equity Securities, the weighted average coupon (expressed as a percentage) thereof obtained by (i) multiplying the Aggregate Principal Balance of each such Collateral Obligation by the current interest rate of such Collateral Obligation, as of such date, (ii) summing the amounts determined pursuant to clause (i), (iii) dividing such sum by the Aggregate Principal Balance for all such Collateral Obligations and (iv) adding to such percentage, the fraction (expressed as percentage) obtained by dividing (a) the Gross Excess Spread, if any, as of such date by (b) the Aggregate Principal Balance for all such Collateral Obligations. With respect to a Partial PIK Obligation, only the portion thereof currently paying interest shall be included in clause (i) above. "Weighted Average LIBOR Spread": On any date of determination, with respect to any Collateral Obligations that bear interest at a floating rate other than Defaulted Obligations, Deferring PIK Obligations and Equity Securities, the weighted average spread (expressed as a percentage) thereof obtained by (i) multiplying the Aggregate Principal Balance of each such Collateral Obligation by (x) with respect to each such Collateral Obligation which bears interest at a rate based on LIBOR, the spread to LIBOR for such Collateral Obligation as of such date or (y) with respect to each such Collateral Obligation which does not bear interest at a rate based on LIBOR as of the relevant date, the current interest rate on such Collateral Obligation minus the 59 EFTA00596191

LIBOR rate in effect as of such date (or, if the documentation for such Collateral Obligation specifies a designated spread to LIBOR and such spread is less than such difference, such spread), (ii) summing the amounts determined pursuant to clause (i), (iii) dividing such sum by the Aggregate Principal Balance for all such Collateral Obligations and (iv) adding to such percentage the fraction (expressed as a percentage) obtained by dividing (a) the Gross Excess Coupon, if any, as of such date by (b) the Aggregate Principal Balance for all such Collateral Obligations. With respect to each Collateral Obligation that is a Revolving Loan, the amount determined for purposes of clause (i) above will be the sum of the amount calculated as described in (i)(x) or (y) above for the funded portion of such Collateral Obligation and the unfunded principal balance thereof multiplied by the applicable commitment fee rate or spread payable with respect to such unfunded portion. With respect to a Partial PIK Obligation, only the portion thereof currently paying interest shall be included in clause (i) above. "Weighted Average Life Test": A test that will be deemed satisfied as of any date of determination if the remaining weighted average life of the Collateral Obligations (other than Defaulted Obligations and Deferring PIK Obligations) as of such date is less than or equal to the number of years (including any fraction of a year) between such date and January 18, 2017. "Weighted Average Rating": As of any date of determination, the number obtained by (i) multiplying the Aggregate Principal Balance of each Collateral Obligation (other than Defaulted Obligations and Deferring PIK Obligations) by the applicable Moody's Rating Factor for the related Obligor; (ii) summing the product obtained in clause (i) for all Collateral Obligations (other than Defaulted Obligations and Deferring PIK Obligations) and (iii) dividing the sum obtained in clause (ii) by the Aggregate Principal Balance of all Collateral Obligations (other than Defaulted Obligations and Deferring PIK Obligations). "Zero-Coupon Obligation": A debt obligation that, based on its terms at the time of determination, does not make periodic payments of interest. A Zero-Coupon Obligation will not include an obligation that is a PIK Obligation. Section 1.2 Assumptions as to Pledged Obligations. In connection with all calculations required to be made pursuant to this Indenture with respect to Scheduled Distributions on any Pledged Obligation, or any payments on any other assets included in the Collateral, with respect to the sale of and reinvestment in Collateral Obligations, and with respect to the income that can be earned on Scheduled Distributions on such Pledged Obligations and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.2 shall be applied. (a) All calculations with respect to Scheduled Distributions on the Pledged Obligations securing the Notes shall be made on the basis of information as to the terms of each such Pledged Obligation and upon report of payments, if any, received on such Pledged Obligation that are furnished by or on behalf of the issuer of such Pledged Obligation and, to the extent they are not manifestly in error, such information or report may be conclusively relied upon in making such calculations. (b) For purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will not include scheduled interest and 60 EFTA00596192

principal payments on Defaulted Obligations and Deferring PIK Obligations or payments as to which the Collateral Manager or the Issuer reasonably believes that such payments will not be made unless or until such payments are actually made. (c) For each Collection Period and as of any date of determination, the Scheduled Distribution on any Pledged Obligation (other than a Defaulted Obligation, which, except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero) shall be the sum of (i) the total amount of payments and collections scheduled to be received or collected during such Collection Period in respect of such Pledged Obligation that, if paid as scheduled, will be available in the Collection Account at the end of the Collection Period and (ii) any such amounts received in prior Collection Periods that were not disbursed on a previous Payment Date. (d) Each Scheduled Distribution receivable with respect to a Pledged Obligation shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate. All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Senior Notes or other amounts payable pursuant to this Indenture. For purposes of the applicable determinations required by Section 10.6(b), Article 12 and the definition of "Interest Coverage Ratio," the expected interest on Notes and floating rate Collateral Obligations will be calculated using the then current interest rates applicable thereto. (e) Except as otherwise provided herein, Defaulted Obligations will not be included in the calculation of the Collateral Quality Test. (0 All calculations required to be made and all reports which are to be prepared pursuant to this Indenture with respect to the Pledged Obligations shall be made on the basis of the settlement date on which the Issuer purchases or sells an asset, not the trade date. (g) Unless otherwise specified herein, test calculations that evaluate to a percentage will be rounded to the nearest ten-thousandth, and test calculations that evaluate to a number of decimal will be rounded to the nearest one-hundredth. ARTICLE 2 THE SECURITIES Section 2.1 Forms Generally. The Securities and the Trustee's or Authenticating Agent's certificate of authentication thereon (the "Certificate of Authentication") shall be in substantially the forms required by this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be 61 EFTA00596193

consistent herewith, determined by the Authorized Officers of the Applicable Issuers executing such Securities as evidenced by their execution of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Section 2.2 Forms of Notes and Certificate of Authentication. (a) The forms of the Securities, including the forms of Certificated Notes, Temporary Regulation S Global Securities, Permanent Regulation S Global Securities, Rule I44A Global Securities and Certificate of Authentication, shall be as set forth in the applicable part of Exhibit A hereto. (b) Regulation S Global Securities. (i) The Securities sold to non-U.S. Persons in offshore transactions in reliance on Regulation S will each be initially represented by one or more temporary global securities per Class in definitive, fully registered form without interest coupons with applicable legends thereon, substantially in the form of Exhibit A-2 hereto (the "Temporary Regulation S Global Securities"), which shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, for the respective accounts of Euroclear and Clearstream, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided. (ii) On the Exchange Date, interests in a Temporary Regulation S Global Security will be exchangeable for interests in one or more permanent global securities of the same Class in definitive, fully registered form without interest coupons with applicable legends thereon substantially in the form of Exhibit A-3 hereto (each, a "Permanent Regulation S Global Security" and, together with the Temporary Regulation S Global Securities, the "Regulation S Global Securities") upon certification that the beneficial interests in such Temporary Regulation S Global Securities are owned by persons who are not U.S. Persons. Permanent Regulation S Global Securities shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided. (iii) As used above, "offshore transaction" shall have the meaning assigned to such term in Regulation S. (c) Rule I44A Global Securities. The Senior Notes sold to U.S. Persons that are QIB/QPs shall each be issued initially in the form of one or more permanent global securities per Class in definitive, fully registered form without interest coupons with the applicable legends substantially in the form of Exhibit A-1 hereto (each, a "Rule 144A Global Security") which shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided. 62 EFTA00596194

(d) Adjustments. The aggregate principal amount of the Regulation S Global Securities and Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (e) Certificated Notes. All Income Notes sold to U.S. Persons shall be issued in the form of definitive, physical certificates in fully registered form without interest coupons with the applicable legends substantially in the form of Exhibit A-4 hereto (a "Certificated Income Note" or "Certificated Note"), which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Applicable Issuer and authenticated by the Trustee as hereinafter provided. (f) Book-Entry Provisions. This Section 2.2(f) shall apply only to Global Securities deposited with or on behalf of DTC. The provisions of the "Operating Procedures of the Euroclear System" of Euroclear and the "Terms and Conditions Governing Use of Participants" of Clearstream, respectively, will be applicable to the Temporary Regulation S Global Securities and Permanent Regulation S Global Securities insofar as interests in such Global Securities are held by the Agent Members of Euroclear or Clearstream, as the case may be. Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Trustee, as custodian for DTC or its nominee, and DTC or its nominee may be treated by the Co-Issuers, the Trustee and any agent of the Co- Issuers or the Trustee as the owner of such Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Co-Issuers, the Trustee, or any agent of the Co-Issuers or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (g) Definitive Notes. Except as provided in Section 2.11 hereof, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of Definitive Notes. Section 2.3 Authorized Amount: Maturity Date; Denominations. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is limited to $463,750,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.6, 2.7 or 8.5 of this Indenture and Securities issued pursuant to supplemental indentures in accordance with Article 8. Such Securities shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: 63 EFTA00596195

Clam Designation A-I A-2 B C D Income Notes Original Principal Amount $343.000,000 521.500.000 527,003.000 $20.000.000 515.500.000 536.750.000 Maturity Date (Payment Date occurring in): Floating Rate Note? December 2020 Yes December 2020 Yes December 2020 Yes December 2020 Yes December 2020 Yes December 2020 N/A Index LIBOR LIBOR I MOB LIBOR LIBOR N/A Index Maturity 3 month 3 months 5 months 3 months 3 months N/A Spread 0.25% 0.38'1 u.t,r 1.45% 3.75% N/A Initial Rating(s): Moody's Aaa Au' ‘2. Baa2 Ba2 N/A AAA A BBB BB N/A Ranking: Priority Classes None A-I A-I. A-2 A-I. A-2. B A-I. A-2. B. C A-I. A-2. B. C. D Junior Classes A-2. B. C. D. Income Notes B. C. D. Income Notes C. D. Income Notes D. Income Notes Income Notes None Listed Notes? Yes Yes Yes Yes Yes No Deterred Interest Notes? No No Yes Yes Yes N/A ERISA Restricted Notes? No No No No Yes Yes The Notes shall be issuable in minimum denominations of $500,000 and integral multiples of $1,000 in excess thereof, provided that up to 2 Income Notes held by Accredited Investors that are Knowledgeable Employees may have minimum denominations of $10,000 and integratal multiple of $1,000 in excess thereof (such applicable minimum denominations, "Authorized Denominations"). Section 2.4 Intentionally Omitted. Section 2.5 Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of each of the Applicable Issuers by one of their respective Authorized Officers. The signature of such Authorized Officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer or the Co-Issuer, as applicable, shall bind the Issuer and the Co-Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. 64 EFTA00596196

At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Securities executed by the Applicable Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. Each Security authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Securities that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication. Securities issued upon transfer, exchange or replacement of other Securities shall be issued in authorized denominations reflecting the original principal amount of the Securities so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Securities so transferred, exchanged or replaced. In the event that any Security is divided into more than one Security in accordance with this Article 2, the original principal amount of such Security shall be proportionately divided among the Securities delivered in exchange therefor and shall be deemed to be the original principal amount of such subsequently issued Securities. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Section 2.6 Registration. Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a note register (the "Register") for the Securities in which, subject to such reasonable regulations as they may prescribe, the Issuer shall provide for the registration of the Securities and the registration of transfers of the Securities. The Trustee is hereby appointed to be the initial notes registrar (in such capacity, the "Registrar") for the purpose of registering the Securities and the registration of transfers of Securities. Upon the resignation of any Registrar, the Issuer shall promptly appoint a successor thereto. In all events, the Trustee shall be entitled to maintain at its Corporate Trust Office within the United States such books and records as it may deem necessary or appropriate in respect of the performance of its function as Registrar. If a Person other than the Trustee is appointed by the Issuer as Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Registrar and of the location, and any change in the location, of the Register, and the Trustee shall have the right to inspect the Register at all reasonable times and to obtain copies thereof and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Officer thereof as to the names and addresses of the Holders of the Securities and the principal amounts and numbers of such Securities. Upon request at any time the Registrar shall provide to the Issuer or the Collateral Manager or any Holder a current list of Holders as reflected in the Register. 65 EFTA00596197

Subject to this Section 2.6, upon surrender for registration of transfer of any Securities at the office or agency of the Co-Issuers to be maintained as provided in Section 7.2, the Applicable Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination and of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for Securities of like terms, in any authorized denominations and of like aggregate principal, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Security is surrendered for exchange, the Applicable Issuers shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. All Securities issued and authenticated upon any registration of transfer or exchange of Securities shall be the valid obligations of the Applicable Issuers evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities or beneficial interest therein, but the Co-Issuers, the Trustee or the Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Securities or any beneficial interest therein, other than exchanges not involving any transfer. (b) No Security may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from or not subject to the registration requirements of the Securities Act, is exempt from the registration requirements under applicable state and foreign securities laws, will not cause either of the Co-Issuers or the pool of Collateral to become subject to the requirement that it register as an investment company under the Investment Company Act and is in compliance with the terms of this Indenture, including without limitation this Article 2. No Senior Note may be offered, sold or delivered at any time except (i) to, or for the benefit of, a U.S. Person that is both a Qualified Institutional Buyer and a Qualified Purchaser and is purchasing such Note in accordance with Rule 144A or (ii) to a non-U.S. Person in an offshore transaction in reliance on Regulation S. No Income Note may be offered, sold or delivered at any time except (i) to a Qualified Institutional Buyer or Accredited Investor (provided that in the case of an transfer to an Accredited Investor and if requested by the Issuer or on its behalf, the transferor or the transferee has provided an opinion of counsel to each of the Issuer and the Trustee that such transfer may be made pursuant to an exemption from registration under the Securities Act and any applicable state securities law) that in either case is a Qualified Purchaser or a Knowledgeable Employee or (ii) to a non-U.S. Person in an offshore transaction in reliance on Regulation S. None of the Co-Issuers, the Trustee or any other person may register the Securities under the Securities Act or any state securities laws. 66 EFTA00596198

(c) No transfer of any Income Note will be effective, and the Trustee will not recognize any such transfer, to a proposed transferee that has represented that it is a Benefit Plan Investor or Controlling Person if such transfer would result in Persons that have represented that they are Benefit Plan Investors owning 25% or more of the Aggregate Principal Amount of the Income Notes (excluding Income Notes owned by Controlling Persons). No transfer of any Class D Note will be effective, and the Trustee will not recognize any such transfer, to a proposed transferee that is, or is acting on behalf of or with the assets of, a Benefit Plan Investor. (d) The Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable state securities laws, ERISA, the Code or the Investment Company Act; except that if a certificate is specifically required by the terms of this Section 2.6 to be provided to the Trustee by a prospective transferor or transferee, the Trustee shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face to the applicable requirements of this Section 2.6. The Trustee shall be entitled to rely conclusively on any Transferee Certificate, and shall be entitled to presume conclusively the continuing accuracy thereof from time to time, in each case without further inquiry or investigation. (e) For so long as any of the Securities are Outstanding, the Issuer shall not issue or permit the transfer of any shares of the Issuer in violation of the Articles and the Co- Issuer shall not issue or permit the transfer of any shares of the Co-Issuer to U.S. Persons. (f) So long as a Global Security remains outstanding and is held by or on behalf of DTC, transfers of such Global Security or an interest therein, in whole or in part, shall only be made in accordance with Section 2.2(b) and this Section 2.6(f). (i) Subject to clauses (ii), (iii), (v) and (vi) of this Section 2.6(f), transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to nominees of DTC or to a successor of DTC or such successor's nominee. Transfers of interests in a Global Security to transferees maintaining a beneficial interest in such Global Security may only be made in accordance with the provisions of this Indenture and will be effected by book- entry transfer of beneficial interests effected on the records of DTC (in the case of a Rule I44A Global Security) or Euroclear or Clearstream (in the case of a Regulation S Global Security) (and subject to the applicable procedures of such depositories). (ii) Rule I44A Global Security to Regulation S Global Security. If a holder of a beneficial interest in a Rule 144A Global Security wishes at any time to exchange its interest in such Rule I44A Global Security for an interest in the corresponding Regulation S Global Security, or to transfer its interest in such Rule 144A Global Security to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Security, such holder, provided such holder or, in the case of a transfer, the transferee is not a U.S. Person, may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding 67 EFTA00596199

Regulation S Global Security. Upon receipt by the Registrar of (A) instructions given in accordance with DTC's procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Security, but not less than the minimum denomination applicable to such holder's Securities, in an amount equal to the beneficial interest in the Rule 144A Global Security to be exchanged or transferred, (B) a written order given in accordance with DTC's procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase and (C) a certificate in the form of Exhibit B- I attached hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Securities, including that the holder or the transferee, as applicable, is not a U.S. Person, and pursuant to and in accordance with Regulation S, then the Registrar shall instruct DTC to reduce the principal amount of the Rule I44A Global Security and to increase the principal amount of the Regulation S Global Security, as the case may be, by the aggregate principal amount of the beneficial interest in the Rule 144A Global Security to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Regulation S Global Security equal to the reduction in the principal amount of the Rule 144A Global Security. Notwithstanding anything else in this Section 2.6(f)(ii), prior to the Exchange Date an interest in a Rule 144A Global Security may only be exchanged or transferred for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Security. (iii) Senior Note in Form of Regulation S Global Security to Rule 144A Global Security. If a holder of a beneficial interest in a Senior Note in the form of a Regulation S Global Security wishes at any time to exchange its interest in such Regulation S Global Security for an interest in the corresponding Rule 144A Global Security or to transfer its interest in such Regulation S Global Security to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule I44A Global Security, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule I44A Global Security. Upon receipt by the Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Security in an amount equal to the beneficial interest in such Regulation S Global Security, but not less than the minimum denomination applicable to such holder's Securities, to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, and (B) a certificate in the form of Exhibit B-2 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Security reasonably 68 EFTA00596200

believes that the Person acquiring such interest in a Rule 144A Global Security is a Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction, and is also a Qualified Purchaser, then the Registrar will instruct DTC to reduce, or cause to be reduced, the Regulation S Global Security by the aggregate principal amount of the beneficial interest in the Regulation S Global Security to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Security equal to the reduction in the principal amount of the Regulation S Global Security. (iv) Other Exchanges. In the event that a Global Security is exchanged for Securities in definitive registered form without interest coupons pursuant to Section 2.11 hereof, such Securities may be exchanged for one another only in accordance with such procedures as are substantially consistent with the provisions above (including certification requirements intended to insure that such transfers are made only to holders who are Qualified Purchasers and comply with Rule 144A or are to non-U.S. Persons, or otherwise comply with Regulation S under the Securities Act, as the case may be), and as may be from time to time adopted by the Co-Issuers and the Trustee. (v) Temporary Regulation S Global Security to Permanent Regulation S Global Security. On or after the Exchange Date, interests in a Temporary Regulation S Global Security may be exchanged for interests in the corresponding Permanent Regulation S Global Security in the form of the Exhibit A-3 hereto. Any such Permanent Regulation S Global Security shall be so issued and delivered in exchange for only that portion of the Temporary Regulation S Global Security in respect of which there shall have been presented to DTC by Euroclear or Clearstream a certification to the effect that it has received from or in respect of a Person entitled to an interest (as shown by its records) therein a certification that the beneficial interests in such Temporary Regulation S Global Security are owned by Persons who are not U.S. Persons. (vi) Income Note in Form of Regulation S Global Security to Certificated Note. An interest in an Income Note in the form of a Regulation S Global Security may be transferred to a U.S. Person only in the form of a Certificated Note and only where such U.S. Person is both (x) a Qualified Institutional Buyer or an Accredited Investor (provided that in the case of any transfer to an Accredited Investor and if requested by the Issuer or on its behalf, the transferor or the transferee shall be required to provide an Opinion of Counsel to each of the Trustee and the Issuer to the effect that such transfer may be made pursuant to an exemption from registration under the Securities Act and any applicable state securities laws) and (y) a Qualified Purchaser and a Knowledgeable Employee. If a holder of a beneficial interest in an Income Note in the form of a Regulation S Global Security wishes at any time to transfer its interest in such Income Notes, in the United States or to a U.S. Person, such 69 EFTA00596201

holder may, subject to the rules and procedures of DTC, transfer or cause the transfer of such interest for an equivalent interest in one or more such Certificated Notes, as described below. Upon receipt by the Trustee of (A) instructions given in accordance with the Applicable Procedures from a Participant, directing the Registrar to deliver one or more such Certificated Notes, as applicable, designating the registered name or names, address, payment instructions, and the number and principal amount of such Certificated Notes to be executed and delivered (the aggregate principal amount of such Certificated Notes being equal to the aggregate principal amount of the interest in the related Regulation S Global Security to be transferred), in the Authorized Denomination for Certificated Income Notes, and (B) a properly completed Transferee Certificate and any other documentation as may be required thereunder, then the Trustee will instruct DTC to reduce, or cause to be reduced, the applicable Regulation S Global Security by the aggregate principal amount of the beneficial interest in such Regulation S Global Security to be transferred and the Registrar shall record the transfer in the Securities Register and authenticate and deliver one or more Certificated Income Notes registered in the names specified in the certificate described in clause (B) above in the principal amount designated by the transferee (the aggregate of such principal amount being equal to the beneficial interest in the Regulation S Global Security to be transferred) and in the applicable Authorized Denomination . Any purported transfer in violation of this provision shall be null and void ab initio. (g) Transfers of a Certificated Note, in whole or in part, shall only be made in accordance with this Section 2.6(g). (i) Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to transfer such Certificated Note in the United States or to a U.S. Person, such Holder may transfer or cause the transfer of such Note as provided below. Upon receipt by the Registrar of (A) such Holder's Certificated Note properly endorsed for assignment to the transferee, and (B) a Transferee Certificate given by the transferee of such Certificated Note (together with any applicable supporting documents or opinions specified therein), then the Registrar shall cancel such Certificated Note in accordance with Section 2.10, record the transfer in the Register in accordance with Section 2.6(a) and upon execution by the Applicable Issuers authenticate and deliver one or more Certificated Notes bearing the same designation as the Certificated Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal of the Certificated Notes surrendered by the transferor), and in authorized denominations. The Trustee shall require, prior to any sale or other transfer of a Security in which delivery is to be made in the form of a Certificated Note, that the Noteholder's prospective transferee deliver to the Trustee and the Issuer a certificate relating to such transfer substantially in the form of Exhibit B-4 hereto or such other form as may be acceptable to the Issuer and the Trustee and counsel to the Issuer (each, a "Transferee Certificate"). 70 EFTA00596202

(ii) Certificated Note to Income Note in the form of a Regulation S Global Security. If a Holder of a Certificated Note wishes at any time to transfer such Certificated Note to a person that is not a U.S. Person in an offshore transaction in reliance on Regulation S, such Person shall take delivery thereof in the form of an interest in the corresponding Regulation S Global Security. In such case such Holder may exchange or transfer, or cause the exchange or transfer of, such Certificated Note for an equivalent beneficial interest in the corresponding Regulation S Global Security, provided, that such proposed transferee or the person requesting such exchange, as applicable, is not a U.S. Person. Upon receipt by the Registrar of (A) such Certificated Note properly endorsed for such transfer or exchange, and written instructions from such Holder directing the Registrar to cause to be credited a beneficial interest in the Regulation S Global Security in an amount equal to the principal amount transferred of such Certificated Note, (B) a written order containing information regarding the Euroclear or Clearstream account to be credited with such increase and (C) a certificate in the form of Exhibit B-3 attached hereto, given by the Holder of such Certificated Note stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Regulation S Global Security, including that the proposed transferee or the person requesting such exchange, as the case may be, is not a U.S. Person and that the proposed transfer is being made pursuant to and in accordance with Regulation S, then the Registrar shall cancel such Certificated Note in accordance with Section 2.10, record the transfer in the Register in accordance with Section 2.6(a) and instruct DTC to increase the principal amount of the corresponding Regulation S Global Security by the aggregate principal amount to be transferred or exchanged of the Certificated Note, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security equal to the amount specified in the instructions received pursuant to clause (A) above. Notwithstanding anything else in this Section 2.6(g)(ii), prior to the Exchange Date a Certificated Note may only be exchanged or transferred for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Security. (iii) Exchange of Certificated Notes. If a Holder of one or more Certificated Notes wishes at any time to exchange such Certificated Notes for one or more Certificated Notes of the same Class of different principal amounts, such Holder may exchange or cause the exchange of such Certificated Note for Certificated Notes bearing the same designation as the Certificated Notes endorsed for exchange, as provided below. Upon receipt by the Issuer and the Registrar of (A) such Holder's Certificated Notes properly endorsed for such exchange and (B) written instructions from such Holder designating the number and principal amounts of the Certificated Notes to be issued (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Notes surrendered for exchange), then the Registrar shall cancel such Certificated Notes in accordance with Section 2.10, record the exchange in the Register in accordance with Section 2.6(a) and upon execution by the Applicable Issuers authenticate and deliver one or more Certificated Notes bearing the same 71 EFTA00596203

designation as the Certificated Notes endorsed for exchange, registered in the same names as the Certificated Notes surrendered by such Holder, in different principal amounts designated by such Holder, and in authorized denominations. (h) If Securities are issued upon the transfer, exchange or replacement of Securities bearing the applicable legends set forth in the applicable part of Exhibit A hereto, and if a request is made to remove such applicable legend on such Securities, the Securities so issued shall bear such applicable legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered to the Trustee and the Applicable Issuers such satisfactory evidence, which may include an Opinion of Counsel acceptable to them, as may be reasonably required by the Applicable Issuers (and which shall by its terms permit reliance by the Trustee), to the effect that neither such applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act, the Investment Company Act, ERISA or the Code. Upon provision of such satisfactory evidence, the Trustee or its Authenticating Agent, at the written direction of the Applicable Issuers shall, after due execution by the Applicable Issuers authenticate and deliver Securities that do not bear such applicable legend. (i) Each initial investor in and subsequent transferee of a Rule 144A Global Note or beneficial interest therein will be deemed to have represented and agreed as follows: (i) It (A) is a Qualified Institutional Buyer and is acquiring the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder, (B) is a Qualified Purchaser and (C) understands the Notes will bear the legend set forth in the Indenture and be represented by one or more Rule 144A Global Securities. In addition, it represents and warrants that it (1) was not formed for the purpose of investing in the Notes, (2) has received the necessary consent from its beneficial owners if the purchaser is a private investment company formed before April 30, 1996, (3) is not a broker-dealer that owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers, (4) is not a partnership, common trust fund, or special trust, pension, profit sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the particular investments to be made, (5) is acquiring its Notes in a transaction that may be effected without loss of any applicable Investment Company Act exemption, (6) will provide notice to any subsequent transferee of the transfer restrictions applicable to such Notes under the Indenture or provided in the legend of such Note, (7) will hold and transfer its beneficial interest in any Note only in a principal amount of not less than the applicable Authorized Denomination, and (8) will provide the Issuer from time to time such information as it may reasonably request in order to ascertain compliance with this subclause (i). (ii) The Securities are being purchased or transferred in accordance with the transfer restrictions set forth in this Indenture and pursuant to an exemption from Securities Act registration, and in accordance with applicable state securities laws or securities laws of any other relevant jurisdiction. It understands that the Securities have been offered only in a transaction not involving any public offering in the United States within the meaning of the 72 EFTA00596204

Securities Act, the Securities have not been and will not be registered under the Securities Act or the securities laws of any state, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only in accordance with an exemption from registration under such laws and pursuant to the provisions of the Indenture and the legend on such Securities. In particular, it understands that interests in the Senior Notes may be transferred only to (a) a Qualified Purchaser that is a Qualified Institutional Buyer or (b) a Person that is not a U.S. Person in an offshore transaction in reliance on Regulation S. Purchasers and transferees who reside in certain states or jurisdictions may be subject to additional suitability standards and/or specific holding periods before the Securities may be resold or otherwise transferred. It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state or other securities laws for resale of the Securities. (iii) In connection with the purchase of the Securities (provided that no such representations in clauses (A), (B) or (C) below are required to be made with respect to the Collateral Manager or its Affiliates by the Collateral Manager or any Affiliate of the Collateral Manager or by any account managed or advised by the Collateral Manager or any such Affiliate of the Collateral Manager): (A) it understands that none of the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser for such beneficial owner; (B) such beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates, agents and independent contractors in their capacities as such other than any statements, if any, of such person in a current offering circular for the Securities; (C) such beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary and has made its own investment decisions based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates, agents and independent contractors in their capacities as such; (D) such beneficial owner's purchase of the Securities will comply with all applicable laws in any jurisdiction in which it resides or is located; (E) such beneficial owner is acquiring the Securities as principal solely for its own account for investment and not with a view to the resale, distribution or other disposition thereof in violation of the Securities Act; (F) such beneficial owner has made investments prior to the date hereof and was not formed solely for the purpose of investing in the Securities; (G) such beneficial owner shall not hold any Securities for the benefit of any other person, it shall at all times be the sole beneficial owner thereof for purposes of the Investment Company Act and all other purposes and it shall not sell participation interests in the Securities or enter into any other arrangement 73 EFTA00596205

pursuant to which any other Person shall be entitled to a beneficial interest in the distributions on the Securities; (H) all Securities (together with any other securities of the Co-Issuers) purchased and held directly or indirectly by such beneficial owner constitute in the aggregate an investment of no more than 40% of its assets or capital; and (I) it is a sophisticated investor and is purchasing the Securities with a full understanding of all of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those risks. (iv) In the case of the Class A Notes, Class B Notes or Class C Notes: On each day from the date on which the it acquires its interest in the Notes through and including the date on which such it disposes of its interest in such Notes, either (A) it is not, and is not using the assets of, an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I of ERISA, a plan, account or other arrangement to which Section 4975 of the Code applies or a plan subject to any federal, state, local or non-U.S. law or regulation which is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (collectively, "Similar Laws"), or an entity whose underlying assets include the assets of any such plans, account or arrangement by reason of Department of Labor regulation Section 2510.3 101 (as modified by Section 3(42) of ERISA) or otherwise or (B) its purchase, holding and disposition of such Notes (or interest therein) will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or a violation of any applicable Similar Laws) unless an exemption is available and all of its conditions are satisfied. In the case of the Class D Notes: It is not, and is not acting on behalf of, or with the assets of, a Benefit Plan Investor in its purchase and holding of the Class D Notes. Its purchase, holding and disposition of such Class D Notes will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or a violation of any applicable Similar Law) unless an exemption is available and all its conditions are satisfied. It understands that the representations made by it pursuant to this paragraph (iv) shall be deemed made on each day from the date made through and including the date on which it disposes of its interest in the Class D Notes. Furthermore, it, and any of its fiduciaries causing it to acquire the Class D Notes, agree to indemnify and hold harmless the Issuer, the Trustee, the Initial Purchaser, the Placement Agent, the Collateral Manager and their respective affiliates from any losses, liabilities, expenses, damages, claims, proceedings and excise taxes incurred by them as a result of any of the foregoing representations made by it being or becoming false. It understands that the Issuer may require any holder of the Class D Notes that has made a false representation with respect to the foregoing matters to sell the Class D Notes and, if such holder does not comply with such demand within 30 days thereof, the Issuer may sell such holder's interest in the Class D Notes. It understands that any transfer effected in connection with such a representation that was false will be of no force 74 EFTA00596206

and effect, will be void ab initio, and will not operate to transfer any rights to the transferee, notwithstanding any instructions to the contrary to the Issuer, the Trustee or any intermediary. (v) It understands that the Indenture permits the Issuer to demand that any holder of a beneficial interest in a Rule 144A Global Security who is determined not to be both a Qualified Institutional Buyer and a Qualified Purchaser sell the Notes (A) to a person who is both a Qualified Institutional Buyer and a Qualified Purchaser in a transaction meeting the requirements of Rule 144A or (B) to a Person who will take delivery of the holder's interest in the Rule 144A Global Security in the form of an interest in a Regulation S Global Security, as applicable, and who is not a U.S. Person in a transaction meeting the requirements of Regulation S and, if such holder does not comply with such demand within 30 days thereof, the Issuer may cause such holder of the beneficial interest to sell such holder's interest in the Note on such terms as the Issuer may choose. (vi) It acknowledges that it is its intent and that it understands it is the intent of the Issuer that, for purposes of U.S. federal income, state and local income and franchise tax and any other income taxes, the Issuer will be treated as a corporation, the Senior Notes will be treated as indebtedness of the Issuer, and the Income Notes (in the absence of an administrative determination or judicial ruling to the contrary) will be treated as equity in the Issuer; it agrees to such treatment and agrees to take no action inconsistent with such treatment. (vii) It is not purchasing the Notes in order to reduce any United States federal income tax liability or pursuant to a tax avoidance plan. In the case of a purchaser or transferee that is a bank (as defined in Section 881(c)(3)(a) of the Code) or an Affiliate of such a bank, such purchaser or transferee (a) is acquiring the Notes as a capital markets investment and will not for any purpose treat the assets of the Issuer as loans acquired in its banking business, and (b) has not proposed or identified, and will not propose or identify, any security or loan for inclusion in the Collateral. (viii) In the case of any purchaser or transferee that is not a United States person (as defined in Section 7701(a)(30) of the Code), the purchaser or transferee is not a bank (as defined in Section 881(c)(3)(a) of the Code) or an Affiliate of such a bank, unless such purchaser or transferee is a person that is eligible for benefits under an income tax treaty with the United States that eliminates United States federal income taxation of United States source interest not attributable to a permanent establishment in the United States. (ix) It is aware that, except as otherwise provided in the Indenture, the Notes being sold to it will be represented by one or more Global Securities, and that beneficial interests therein may be held only through DTC. 75 EFTA00596207

(x) It acknowledges that no governmental agency has passed upon the Securities or made any finding or determination as to the fairness of an investment in the Securities. (xi) It acknowledges that certain persons or organizations will perform services on behalf of the Co-Issuers and will receive fees and/or compensation for performing such services as described in the Offering Circular and this Indenture. (xii) It acknowledges that the Securities do not represent deposits with or other liabilities or obligations of, and are not guaranteed or endorsed by, the Placement Agent, the Initial Purchaser, the Collateral Manager, the Trustee, the Collateral Administrator or any of their respective affiliates or any entity related to any of them or any other Holder of Securities. It acknowledges that none of such persons will, in any way, be responsible for or stand behind the value or the performance of the Securities or the assets held by the Issuer. It acknowledges that purchase of Securities involves investment risks including possible delay in payment of distributions and loss of income and principal invested. (xiii) It understands that the Co-Issuers, the Trustee, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Collateral Administrator, and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and it hereby consents to such reliance. (j) Each initial investor in and subsequent transferee of a Senior Note in the form of a Regulation S Global Security or a beneficial interest therein will be deemed to have made the representations set forth in Sections 2.6(i)(ii), (iii), (iv), (vi), (vii), (viii), (x), (xi) and (xii), and in addition to have represented and agreed that: (i) It is aware that the sale of Notes to it is being made in reliance on the exemption from registration provided by Regulation S and understands that the Notes offered in reliance on Regulation S will bear the legend set forth on Exhibits A-2 and A-3 as the case may be, to this Indenture. It and each beneficial owner of its Notes is not, and will not be, a U.S. Person as defined in Regulation S under the Securities Act, and its purchase of the Notes will comply with all applicable laws in any jurisdiction in which it resides or is located. In addition, it represents and warrants that it will (a) provide notice to any subsequent transferee of the transfer restrictions provided in such legend and in this Indenture, (b) hold and transfer its beneficial interest in any Note only in a principal amount of not less than the applicable Authorized Denomination and (c) provide the Issuer from time to time such information as it may reasonably request in order to ascertain compliance with this subclause (i). (ii) It understands that the Indenture permits the Issuer to demand that any holder of a beneficial interest in Senior Notes in the form of a Regulation S Global Security who is determined not to have acquired such beneficial interest in compliance with the requirements of Regulation S or who is a U.S Person sell such beneficial interest (A) to a Person who is not a U.S. Person in a transaction meeting the requirements of Regulation S or (B) to a Person who will take 76 EFTA00596208

delivery of the beneficial interest of such holder in the Regulation S Global Securities in the form of an interest in a Rule I44A Global Security, who is both a Qualified Institutional Buyer and a Qualified Purchaser in a transaction meeting the requirements of Rule I44A, and, if the holder does not comply with such demand within 30 days thereof, the Issuer may cause the holder to sell its beneficial interest on such terms as the Issuer may choose. (iii) Such beneficial owner is aware that, except as otherwise provided in the Indenture, the Notes being sold to it will be represented (A) initially, by one or more Temporary Regulation S Global Securities and (B) after the Exchange Date, by one or more Permanent Regulation S Global Securities, and that beneficial interests therein may be held only through Euroclear or Clearstream. (iv) A holder of a beneficial interest in a Temporary Regulation S Global Security must provide Euroclear or Clearstream or the participant organization through which it holds such interest, as applicable, with a certificate certifying that the beneficial owner of the interest in the Temporary Regulation S Global Security is a non-U.S. Person, and Euroclear or Clearstream, as applicable, must provide to the Trustee a certificate to such effect, prior to (A) the payment of interest or principal with respect to the beneficial interest of such holder in the Temporary Regulation S Global Security and (B) any exchange of such beneficial interest for a beneficial interest in a Permanent Regulation S Global Security, and no payment will be made to the holder of any beneficial interest in a Temporary Regulation S Global Security unless such holder has provided Euroclear or Clearstream or such participant organization through which it holds such interest with such certificate. (v) It understands that any resale or other transfer of beneficial interests in a Regulation S Global Security to U.S. Persons shall not be permitted. (vi) It understands that the Co-Issuers, the Trustee, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Collateral Administrator, and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and it hereby consents to such reliance. (k) Each initial investor in and subsequent transferee of an Income Note in the form of a Regulation S Global Security or a beneficial interest therein will be deemed to have made the representations set forth in Sections 2.6(i)(iii), (vi), (vii), (viii), (x), (xi) and (xii), and in addition to have represented and agreed that: (i) It is aware that the sale of Income Notes to it is being made in reliance on the exemption from registration provided by Regulation S and understands that the Notes offered in reliance on Regulation S will bear the legend set forth on Exhibits A-2 and A-3, as the case may be, to this Indenture. It and each beneficial owner of its Income Notes is not, and will not be, a U.S. Person as defined in Regulation S under the Securities Act, and its purchase of the Notes will comply with all applicable laws in any jurisdiction in which it resides or is located. In addition, it represents and warrants that it will (a) provide notice 77 EFTA00596209

to any subsequent transferee of the transfer restrictions provided in such legend and in this Indenture, (b) hold and transfer its beneficial interest in any Income Note only in a principal amount of not less than the applicable Authorized Denomination and (c) provide the Issuer from time to time such information as it may reasonably request in order to ascertain compliance with this subclause (i). (ii) The Income Notes are being purchased or transferred in accordance with the transfer restrictions set forth in this Indenture and pursuant to an exemption from Securities Act registration, and in accordance with applicable state securities laws or securities laws of any other relevant jurisdiction. It understands that the Income Notes have been offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Income Notes have not been and will not be registered under the Securities Act or the securities laws of any state, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Income Notes, such Income Notes may be offered, resold, pledged or otherwise transferred only in accordance with an exemption from registration under such laws and pursuant to the provisions of the Indenture and the legend on such Securities. In particular, it understands that interests in the Income Notes may be transferred only to (a) a Qualified Purchaser or a Knowledgeable Employee that is a either a Qualified Institutional Buyer or an Accredited Investor (provided that in the case of an transfer to an Accredited Investor and if requested by the Issuer or on its behalf, the transferor or the transferee has provided an opinion of counsel to each of the Issuer and the Trustee that such transfer may be made pursuant to an exemption from registration under the Securities Act and any applicable state securities law) or (b) a person that is not a U.S. Person in an offshore transaction in reliance on Regulation S. Purchasers and transferees who reside in certain states or jurisdictions may be subject to additional suitability standards and/or specific holding periods before the Income Notes may be resold or otherwise transferred. It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state or other securities laws for resale of the Income Notes. (iii) Its purchase, holding and disposition of such Income Notes will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or a violation of any applicable Similar Law) unless an exemption is available and all of its conditions are satisfied. It understands that the representations made by it pursuant to this paragraph (iii) shall be deemed made on each day from and including the date of purchase and including the date on which it disposes of its interest in the Income Notes. (iv) It is not, and is not acting on behalf of, or with the assets of, a Benefit Plan Investor or a Controlling Person in its purchase and holding of the Income Notes. It understands that the representations made by it pursuant to this paragraph (iv) shall be deemed made on each day from the date made through and including the date on which it disposes of its interest in the Income Notes. Furthermore, it, and any of its fiduciaries causing it to acquire the Income Notes, agree to indemnify and hold harmless the Issuer, the Trustee, the Initial Purchaser, the Placement Agent, the Collateral Manager and their respective affiliates from 78 EFTA00596210

any losses, liabilities, expenses, damages, claims, proceedings and excise taxes incurred by them as a result of any of the foregoing representations made by it being or becoming false. It understands that the Issuer may require any holder of the Income Notes that has made a false representation with respect to the foregoing matters to sell the Income Notes and, if such holder does not comply with such demand within 30 days thereof, the Issuer may sell such holder's interest in the Income Notes. It understands that any transfer effected in connection with such a representation that was false will be of no force and effect, will be void ab initio, and will not operate to transfer any rights to the transferee, notwithstanding any instructions to the contrary to the Issuer, the Trustee or any intermediary. (v) It understands that the Indenture permits the Issuer to demand that any holder of a beneficial interest in Income Notes in the form of a Regulation S Global Security who is determined not to have acquired such beneficial interest in compliance with the requirements of Regulation S or who is a U.S Person sell such beneficial interest (A) to a Person who is not a U.S. Person in a transaction meeting the requirements of Regulation S or (B) to a Person who will take delivery of the beneficial interest of such holder in the Regulation S Global Securities in the form of a Certificate Note, who is both (I) a Qualified Institutional Buyer or an Accredited Investor (provided that in the case of an transfer to an Accredited Investor and if requested by the Issuer or on its behalf, the transferor or the transferee has provided an opinion of counsel to each of the Issuer and the Trustee that such transfer may be made pursuant to an exemption from registration under the Securities Act and any applicable state securities law) and (II) a Qualified Purchaser or a Knowledgeable Employee in a transaction meeting the requirements of an applicable exemption under the Securities Act, and, if the holder does not comply with such demand within 30 days thereof, the Issuer may cause the holder to sell its beneficial interest on such terms as the Issuer may choose. (vi) It acknowledges that the Issuer is not authorized to engage in activities that could cause it to constitute a finance or lending business for federal income tax purposes and agrees that it will report its investment in the Income Notes in a manner consistent with such limitation, and in particular will not treat the Issuer as an "eligible controlled foreign corporation" for purposes of Section 954(h) of the Code or as deriving income described in Section 1297(b)(2) of the Code. (vii) Such beneficial owner is aware that, except as otherwise provided in the Indenture, the Notes being sold to it will be represented (A) initially, by one or more Temporary Regulation S Global Securities and (B) after the Exchange Date, by one or more Permanent Regulation S Global Securities, and that beneficial interests therein may be held only through Euroclear or Clearstream. (viii) A holder of a beneficial interest in a Temporary Regulation S Global Security must provide Euroclear or Clearstream or the participant organization through which it holds such interest, as applicable, with a certificate 79 EFTA00596211

certifying that the beneficial owner of the interest in the Temporary Regulation S Global Security is a non-U.S. Person, and Euroclear or Clearstream, as applicable, must provide to the Trustee a certificate to such effect, prior to (A) the payment of interest or principal with respect to the beneficial interest of such holder in the Temporary Regulation S Global Security and (B) any exchange of such beneficial interest for a beneficial interest in a Permanent Regulation S Global Security, and no payment will be made to the holder of any beneficial interest in a Temporary Regulation S Global Security unless such holder has provided Euroclear or Clearstream or such participant organization through which it holds such interest with such certificate. (ix) It understands that any resale or other transfer of beneficial interests in a Regulation S Global Security to U.S. Persons shall not be permitted. (x) It understands that the Co-Issuers, the Trustee, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Collateral Administrator, and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and it hereby consents to such reliance. (1) Any purported transfer of a Security not in accordance with this Section 2.6 shall be null and void and shall not be given effect for any purpose whatsoever. (m) The Issuer will not participate directly or through agents, and will direct the Initial Purchaser and Placement Agent not to participate, in any sale or transfer of Temporary Regulation S Global Securities or Regulation S Global Securities (or a beneficial interest therein) to a U.S. Person unless such person is acquiring a beneficial interest in a Rule 144A Global Securities or a Certificated Note. Section 2.7 Mutilated Defaced Destroyed Lost or Stolen Security . If (a) any mutilated or defaced Security is surrendered to a Transfer Agent, or if there shall be delivered to the Applicable Issuers, the Trustee and the relevant Transfer Agent evidence to their reasonable satisfaction of the destruction, loss or theft of any Security, and (b) there is delivered to the Applicable Issuers, the Trustee and such Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Applicable Issuers, the Trustee or such Transfer Agent that such Security has been acquired by a protected purchaser (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction), the Applicable Issuers shall execute and, upon Issuer Order, the Trustee shall authenticate and deliver, in lieu of any such mutilated, defaced, destroyed, lost or stolen Security, a new Security of like tenor (including the same date of issuance) and equal principal amount, registered in the same manner, dated the date of its authentication, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Security and bearing a number not contemporaneously outstanding. If, after delivery of such new Security, a protected purchaser of the predecessor Security presents for payment, transfer or exchange such predecessor Security, the Applicable Issuers, the Transfer Agent and the Trustee shall be entitled to recover such new Security from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to 80 EFTA00596212

recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Applicable Issuers, the Trustee and the Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Security has become due and payable, the Applicable Issuers in their discretion may, instead of issuing a new Security, pay such Security without requiring surrender thereof except that any mutilated or defaced Security shall be surrendered. Upon the issuance of any new Security under this Section 2.7, the Applicable Issuers may require the payment by the Holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, defaced, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Applicable Issuers and such new Security shall be entitled, subject to the second paragraph of this Section 2.7, to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same Class duly issued hereunder. The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Securities. Section 2.8 Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved. (a) The Senior Notes of each Class shall accrue interest during each Periodic Interest Accrual Period at the applicable Note Interest Rate and such interest will be payable in arrears on each Payment Date, except as otherwise set forth below. The Income Notes shall not bear a stated rate of interest but will be entitled to receive distributions out of Interest Proceeds and Principal Proceeds on each Payment Date if and to the extent funds are available for such purpose and to the extent provided by the Priority of Payments. Payment of interest on each Class of Senior Notes will be subordinated to the payments of interest on the related Priority Classes, if any. So long as any Priority Classes are Outstanding with respect to any Class of Deferred Interest Notes, any payment of interest due on such Class of Deferred Interest Notes which is not available to be paid ("Deferred Interest" with respect thereto) in accordance with the Priority of Payments on any Payment Date shall not be considered "due and payable" for the purposes of Section 5.1(a) (and the failure to pay such interest shall not be an Event of Default) until the earlier of (i) the Payment Date on which such interest is available to be paid in accordance with the Priority of Payments and (ii) the Maturity Date or the date of redemption in full of such Class of Notes. Deferred Interest on any Class of Deferred Interest Notes shall be payable on the first Payment Date on which funds are available to be used for such purpose in accordance with the Priority of Payments. Interest will cease to accrue on each Senior Note, or in the case of a partial repayment, on such part, from the date of repayment or the respective Maturity Date unless payment of principal is improperly withheld or unless default is otherwise made with respect to such payments of principal. To the extent lawful and enforceable, interest 81 EFTA00596213

on Deferred Interest with respect to any Class of Deferred Interest Notes shall accrue at the Note Interest Rate for such Class until paid as provided herein. (b) The principal of each Senior Note of each Class matures at par and is due and payable on the Payment Date which is the Maturity Date for such Class of Senior Notes, unless the unpaid principal of such Senior Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise. The Income Notes are not entitled to a return of principal but will be entitled to receive distributions out of Principal Proceeds on each Payment Date if and to the extent funds are available for such purpose and to the extent provided by the Priority of Payments. Notwithstanding the foregoing, except as otherwise provided herein, the payment of principal of each Class of Senior Notes may only occur after principal on each Class of Notes that constitutes a Priority Class with respect to such Class has been paid in full and is subordinated to the payment on each Payment Date of the principal and interest due and payable on such Priority Class(es), and other amounts in accordance with the Priority of Payments. (c) Principal payments on the Notes will be made in accordance with the Priority of Payments and Article 9 hereof. (d) As a condition to the payment of principal of and interest or other distributions on any Note, without the imposition of withholding tax, the Paying Agent shall require certification acceptable to it to enable the Issuer, the Co-Issuer, the Trustee and any Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Note under any present or future law or regulation of the United States and any other applicable jurisdiction, or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. (e) Payments in respect of any Note shall be made by the Trustee, or by the Irish Paying and Listing Agent, if applicable, in United States Dollars to DTC or its nominee with respect to a Global Note and to the Holder or its nominee with respect to a Certificated Note or a Definitive Note, by wire transfer, as directed by the Holder, in immediately available funds to a United States Dollar account, maintained by DTC or its nominee with respect to a Global Security, and by the Holder or its designee with respect to a Certificated Note or a Definitive Note; provided, that in the case of a Certificated Note or a Definitive Note, the Holder thereof shall have provided written wiring instructions to the Trustee and, if such payment is to be made by the Irish Paying and Listing Agent, the Irish Paying and Listing Agent, on or before the related Record Date; and provided, further, that if appropriate instructions for any such wire transfer are not received by the related Record Date, then such payment shall be made by check drawn on a U.S. bank mailed to the address of the Holder specified in the Register. Upon final payment due on the Maturity of a Security, the Holder thereof shall present and surrender such Security at the Corporate Trust Office of the Trustee or at the office of any Paying Agent on or prior to such Maturity; provided, however, that if the Trustee and the Applicable Issuers shall have been furnished such security or indemnity as may be required by them to save each of them harmless and an undertaking thereafter to surrender such certificate, then, in the absence of notice to the Applicable Issuers or the Trustee that the applicable Security has been acquired by a protected purchaser, such final payment shall be made without 82 EFTA00596214

presentation or surrender. Neither the Co-Issuers, the Trustee, nor any Paying Agent will have any responsibility or liability for any aspects of the records maintained by Euroclear, Clearstream or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial interests. In the case where any final payment is to be made on any Note (other than on the Maturity Date thereof), the Trustee, in the name and at the expense of the Applicable Issuers shall, not more than 30 nor less than 10 days prior to the date on which such payment is to be made, mail (by first class mail, postage prepaid) to the Persons entitled thereto at their addresses appearing on the Register, a notice which shall specify the date on which such payment will be made, the amount of such payment per $100,000 original principal amount of Notes and the place where such Notes may be presented and surrendered for such payment. (0 Payments to Holders of the Notes of each Class shall be made in the proportion that the Aggregate Principal Amount of the Notes of such Class registered in the name of each such Holder on the applicable Record Date bears to the Aggregate Principal Amount of all Notes of such Class on such Record Date. (g) Interest accrued with respect to the Senior Notes shall be calculated on the basis of the actual number of days elapsed in the applicable Periodic Interest Accrual Period divided by 360. (h) All reductions in the principal amount of a Senior Note (or one or more predecessor Notes) effected by payments of installments of principal made on any Payment Date or Redemption Date shall be binding upon all future Holders of such Senior Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. (i) The obligations of the Issuer under the Notes and this Indenture are limited recourse obligations of the Issuer payable solely from the Collateral and the obligations of the Co-Issuer under the Class A Notes, Class B Notes and Class C Notes are nonrecourse obligations of the Co-Issuer, and following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments under this Indenture, any claims of the Holders against the Co-Issuers for any shortfall after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any Officer, director, employee, partner, member, shareholder or incorporator of either the Co-Issuers, the Collateral Manager or their respective Affiliates, successors or assigns for any amounts payable under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph (i) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral have been realized. It is further understood that the foregoing provisions of this paragraph (i) shall not limit the right of any Person to name the Issuer or the Co-Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or this 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. 83 EFTA00596215

(j) Subject to the foregoing provisions of this Section 2.8, each Senior Note delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu of any other Senior Note shall carry the rights of unpaid interest and principal that were carried by such other Senior Note. (k) No payment will be made to the holder of any beneficial interest in a Temporary Regulation S Global Security unless such holder has provided Euroclear or Clearstream or the participant organization through which it holds such interest with a certificate certifying that such holder is not a U.S. Person. (1) For the avoidance of doubt, for purposes of the calculation of any Interest Amount, references to the Aggregate Principal Amount of a Class of Securities as of the beginning of a Periodic Interest Accrual Period shall give effect to any principal payments made on such Class in respect of the Payment Date at the beginning of such period. Section 2.9 Persons Deemed Owners. The Issuer, the Co-Issuer, the Trustee, and any agent of the Co-Issuers or the Trustee may treat as the owner of a Security the Person in whose name any Security is registered on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Security and on any other date for all other purposes whatsoever (whether or not such Security is overdue), and neither the Issuer, the Co-Issuer nor the Trustee nor any agent of the Issuer, the Co-Issuer or the Trustee shall be affected by notice to the contrary. Section 2.10 Cancellation. All Securities surrendered for payment, registration of transfer, exchange or redemption, or deemed lost or stolen, shall be promptly canceled by the Trustee and may not be reissued or resold. Any such Securities shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 2.10, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be destroyed or held by the Trustee in accordance with its standard retention policy unless the Co-Issuers shall direct by an Issuer Order that they be returned to them. Section 2.11 Definitive Notes. (a) A Global Security deposited with DTC pursuant to Section 2.2 shall be transferred in the form of a Definitive Note to the beneficial owners thereof only if such transfer complies with Section 2.6 of this Indenture and (i) DTC notifies the Co-Issuers that it is unwilling or unable to continue as depositary for such Global Security or if at any time DTC, Euroclear or Clearstream ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depositary or clearing agency is not appointed by the Co-Issuers within 90 days after receiving such notice, (ii) as a result of any amendment to or change in the laws or regulations of the Cayman Islands, or of any authority therein or thereof having power to tax, or in the interpretation or administration of such laws or regulations which becomes effective on or after the Closing Date, the Co-Issuers, the Trustee, or the Paying Agent becomes aware that it is or will be required to make any deduction or withholding from any payment in respect of the 84 EFTA00596216

Global Securities which would not be required if such Global Securities were not represented by a global security or (iii) an Event of Default has occurred and is continuing and has not been waived. In such case, the Co-Issuers will issue or cause to be issued notes in registered form and in the form of definitive physical notes in exchange for the applicable Global Securities to the beneficial owners of such Global Securities in the manner set forth herein. (b) Any Global Security that is transferable in the form of a Definitive Note to the beneficial owners thereof pursuant to this Section 2.11 shall be surrendered by DTC to the Trustee's office located in the Borough of Manhattan, the City of New York to be so transferred, in whole or from time to time in part, without charge, and the Applicable Issuers shall execute and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of definitive physical certificates (pursuant to the instructions of DTC) (each, a "Definitive Note") in authorized denominations. Any Definitive Note delivered in exchange for an interest in a Global Security shall, except as otherwise provided by Section 2.6(h), bear the legends set forth in the applicable Exhibit A and shall be subject to the transfer restrictions referred to in such legends. (c) Subject to the provisions of paragraphs (b) and (e) of this Section 2.11, the Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. (d) In the event of the occurrence of any event specified in subsection (a) of this Section 2.11, the Co-Issuers will promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. The Definitive Notes shall be in substantially the same form as the Certificated Notes with such changes therein as the Issuer and Trustee shall agree and the Applicable Issuers shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, the same aggregate principal amount of Definitive Notes of authorized denominations. (e) In the event that Definitive Notes are not issued to each beneficial owner promptly after the occurrence of an event specified in subsection (a) of this Section 2.11, the Co- Issuers expressly acknowledge, with respect to the rights of any Holder of the Securities to pursue a remedy pursuant to Article 5 hereof, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion of the Global Securities that represents such beneficial owner's Securities as if Definitive Notes had been issued. Section 2.12 Notes Beneficially Owned by Non-Permitted Holders or Non- Permitted ERISA Holders. (a) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Rule 144A Global Security to a U.S. Person that is not a QIB/QP that has relied on the exemption from Securities Act registration provided by Rule 144A or of an Income Note to a U.S. Person that is not both (i) a Qualified Institutional Buyer or Accredited Investor and (ii) a Qualified Purchaser or a Knowledgeable Employee and that in any case is not made pursuant to an applicable exemption under the Securities Act and the Investment Company Act shall be null and void and any such purported transfer of which the 85 EFTA00596217

Issuer, the Co-Issuer or the Trustee shall have notice may be disregarded by the Issuer, the Co- Issuer and the Trustee for all purposes. (b) If any U.S. Person that is not a QIB/QP that has relied on the exemption from Securities Act registration provided by Rule 144A shall become the beneficial owner of an interest in any Rule 144A Global Security, or any U.S. Person that is not both (i) a Qualified Institutional Buyer or Accredited Investor and (ii) a Qualified Purchaser or a Knowledgeable Employee that has relied on an exemption from Securities Act registration shall become the Holder or beneficial owner of any Income Note, or if any Person has otherwise acquired or is holding Securities in violation of the provisions of this Indenture (any such person a "Non- Permitted Holder"), the Issuer shall, promptly after discovery that such person is a Non- Permitted Holder by the Issuer, the Co-Issuer or the Trustee (and notice by the Trustee or the Co- Issuer to the Issuer, if either of them makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest to a Person that is not a Non-Permitted Holder within 30 days of the date of such notice. If such Non-Permitted Holder fails to so transfer its Securities, the Issuer shall have the right, without further notice to the Non- Permitted Holder, to sell such Securities or interest in such Securities to a purchaser selected by the Issuer that is a not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer, or the Trustee acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Securities, and selling such Securities to the highest such bidder. However, the Issuer or the Trustee may select a purchaser by any other means determined by it in its sole discretion. The Holder of each Security, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the Securities, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any Person having an interest in the Securities sold as a result of any such sale or the exercise of such discretion. (c) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any ERISA Restricted Note to a Person who has made an ERISA-related representation required by this Indenture that is subsequently shown to be false or misleading shall be null and void and any such purported transfer of which the Issuer, the Co- Issuer or the Trustee shall have notice may be disregarded by the Issuer, the Co-Issuer and the Trustee for all purposes. (d) If any Person shall become the beneficial owner of an interest in any ERISA Restricted Note who has made an ERISA-related representation required by this Indenture that is subsequently shown to be false or misleading or whose acquisition of Income Notes otherwise resulted in Persons that are Benefit Plan Investors owning 25% or more of the Aggregate Principal Amount of the Income Notes (excluding Income Notes held by Controlling Persons) (any such person a "Non-Permitted ERISA Holder") the Issuer shall, promptly after discovery that such person is a Non-Permitted ERISA Holder by the Issuer or the Trustee (and notice by the Trustee or the Co-Issuer to the Issuer, if either of them makes the discovery), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the ERISA Restricted Note held by such Person to a Person that is 86 EFTA00596218

not a Non-Permitted ERISA Holder within 30 days of the date of such notice. If such Non- Permitted ERISA Holder fails to so transfer such ERISA Restricted Note, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such ERISA Restricted Note or interest in such ERISA Restricted Note to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer, or the Trustee acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the ERISA Restricted Notes and selling such ERISA Restricted Notes to the highest such bidder. However, the Issuer or the Trustee may select a purchaser by any other means determined by it in its sole discretion. The Holder of each ERISA Restricted Note, the Non- Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non- Permitted ERISA Holder, by its acceptance of an interest in the ERISA Restricted Notes agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to any Person having an interest in the ERISA Restricted Notes sold as a result of any such sale or the exercise of such discretion. Section 2.13 Tax Purposes. Each Holder and beneficial owner of a Security, by acceptance of such Security or its interest in such Security, shall be deemed to understand and acknowledge that failure to provide the Issuer, the Trustee or any Paying Agent with the applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or successor applicable 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 an appropriate Internal Revenue Service Form W-8 (or successor applicable 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) may result in U.S. federal back-up withholding from payments in respect of such Note. Section 2.14 No Gross Up. The Issuer shall not be obligated to pay any additional amounts to the Holders or beneficial owners of the Securities as a result of any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges imposed on payments in respect of the Securities. ARTICLE 3 CONDITIONS PRECEDENT Section 3.1 Conditions to Issuance of Notes on Closing Date. The Securities to be issued on the Closing Date may be executed by the Applicable Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Order and upon receipt by the Trustee of the following: 87 EFTA00596219

(i) Officers' Certificates of the Co-Issuers Regarding Corporate Matters. An Officer's certificate of each of the Co-Issuers (A) evidencing the authorization by Board Resolution of the execution and delivery of this Indenture, and, in the case of the Issuer, the Collateral Management Agreement, the Collateral Administration Agreement, and related transaction documents and in each case the execution, authentication and delivery of the Securities applied for by it and specifying the Maturity Date, principal amount and Note Interest Rate (in the case of the Senior Notes) of each Class of Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Board 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 Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon. (ii) Governmental Approvals. From each of the Co-Issuers either (A) a certificate of the Applicable Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of such Applicable Issuer that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Securities, or (B) an Opinion of Counsel of the Applicable Issuer that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Securities except as have been given. (iii) U.S. Counsel Opinion. An opinion of Cleary Gottlieb Steen & Hamilton LLP, New York, New York, special U.S. counsel to the Co-Issuers, dated the Closing Date, substantially in the form of Exhibit C attached hereto. (iv) Cayman Counsel Opinion. An opinion of Walkers, Cayman Islands counsel to the Issuer, dated the Closing Date, substantially in the form of Exhibit D attached hereto. (v) Trustee's Counsel O inion. An opinion of Kennedy Covington Lobdell & Hickman, ., counsel to the Trustee, dated the Closing Date, substantially in the form of Exhibit E hereto. (vi) Collateral Manager's Counsel Opinion. An opinion of counsel to the Collateral Manager, dated the Closing Date, substantially in the form of Exhibit F hereto. (vii) Officers' Certificates of Co-Issuers Regarding Indenture. An Officer's certificate of each of the Co-Issuers stating that the Applicable Issuer is not in Default under this Indenture and that the issuance of the Securities will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent 88 EFTA00596220

provided in this Indenture relating to the authentication and delivery of the Securities have been complied with; and that all expenses due or accrued with respect to the Offering or relating to actions taken on or in connection with the Closing Date have been paid or reserves therefor have been made. The Officer's certificate of the Issuer shall also state that all of its representations and warranties contained herein are true and correct as of the Closing Date. (viii) Accountants' Certificate. An Accountants' Certificate (A) confirming the information with respect to each Collateral Obligation pledged in connection with the issuance of the Notes and the information provided by the Issuer with respect to every other asset included in the Collateral, by reference to such sources as shall be specified therein, (B) providing calculations of each of the criteria of the Portfolio Profile Test and the Collateral Quality Test and (C) specifying the procedures undertaken by them to review data and computations relating to the foregoing statement. (ix) Collateral Management and Collateral Administration Agreements. An executed counterpart of the Collateral Management Agreement and the Collateral Administration Agreement. (x) Grant of Collateral Obligations. The first Grant pursuant to the Granting Clauses of this Indenture of all of the Issuer's right, title and interest in and to the Collateral Obligations pledged to the Trustee for inclusion in the Collateral on the Closing Date securing the Notes and delivery of such Collateral Obligations (including any promissory note and all other Reference Instruments related thereto to the extent received by the Issuer) to the Trustee or its nominee. (xi) Certificate of the Issuer Regarding Collateral. A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that, in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Collateral, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (A) the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for those which are being released on the Closing Date and except for those Granted pursuant to or permitted by this Indenture; (B) the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in paragraph (A) above; (C) the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to or permitted by this Indenture; 89 EFTA00596221

(D) the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee; (E) the information set forth with respect to such Collateral Obligation in the Schedule of Collateral Obligations is correct; (F) each Collateral Obligation included in the Collateral satisfies the requirements of the definition of Collateral Obligation and of Section 3.1(x); and (G) upon Grant by the Issuer, the Trustee has a first priority security interest in the Collateral Obligations and other Collateral (subject, in the case of Synthetic Security Counterparty Account, to the lien in favor of the Synthetic Security Counterparty). (xii) Rating Letters. An Officer's certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter signed by each Rating Agency, as applicable, and confirming that each Class of Senior Notes has been assigned the applicable Initial Rating and that such ratings are in full force and effect on the Closing Date. (xiii) Accounts. Evidence of the establishment of each of the Accounts required to be established on or prior to the Closing Date hereunder. (xiv) Issuer Order for Deposit of Funds into Accounts. An Issuer Order signed in the name of the Issuer by an Authorized Officer of the Issuer, dated as of the Closing Date, authorizing the deposit of (A) approximately $74,304,746 from the proceeds of the issuance of the Notes into the Ramp-Up Account, (B) $10,397,500 from the proceeds of the issuance of the Notes into the Expense Reserve Account and (C) $1,419,371 from the proceeds of the issuance of the Notes into the Revolving Reserve Account. Section 3.2 Intentionally Omitted. Section 3.3 Custodianship; Delivery of Collateral Obligations and Eligible Investments. (a) Subject to the limited right to remove or transfer Pledged Obligations set forth in Section 7.5(b), the Trustee shall hold all Collateral Obligations, Eligible Investments, other investments purchased in accordance with this Indenture and Cash in the relevant Account established and maintained pursuant to Article 10 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 governed by a law of a jurisdiction satisfactory to the Issuer and the Trustee. (b) Each time that the Issuer, or the Collateral Manager on behalf of the Issuer, shall direct or cause the acquisition of any Collateral Obligation, Eligible Investment or other investments, the Collateral Manager (on behalf of the Issuer) shall, if such Collateral 90 EFTA00596222

Obligation, Eligible Investment or other investment has not already been transferred to the relevant Account, cause such Collateral Obligation, Eligible Investment or other investment to be Delivered to the Trustee to be held in the relevant Account in the case of property constituting Collateral. The security interest of the Trustee in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Trustee, thereupon be released. The security interest of the Trustee shall nevertheless come into existence and continue in the Collateral Obligation, Eligible Investment or other investment so acquired, including all rights of the Issuer in and to any contracts related to and proceeds of such Collateral Obligations, Eligible Investments or other investments. Section 3.4 Representations and Warranties Concerning Collateral. The Issuer hereby represents and warrants on the Closing Date to the Secured Parties as to the Collateral as follows (which re resentations and warranties may not be amended or waived without Rating Confirmation from and which shall survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral are Delivered as if made at and as of that time): (a) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Collateral in favor of the Trustee for the benefit of the Secured Parties, as the case may be, which security interest is prior to all other liens, claims and encumbrances except as otherwise contemplated herein and is enforceable as such as against creditors of and purchasers from the Issuer. (b) Except for collateral in a Synthetic Security Issuer Account, the Issuer owns the Collateral free and clear of any lien, claim or encumbrance of any Person, other than any security interest created or permitted hereunder. (c) The Issuer has received all consents and approvals required by the terms of each item of Collateral to the transfer to the Trustee of its interest and rights in such item of Collateral hereunder. (d) The Collateral is comprised of "instruments," "security entitlements," "general intangibles," "securities accounts," "certificated securities," "deposit accounts", "accounts", "chattel paper", financial assets", "letter-of-credit rights" and/or "uncertificated securities" (each as defined in the applicable Uniform Commercial Code). (e) Other than (i) any participations evidenced by "instruments" within the meaning of the applicable Uniform Commercial Code not credited to an Account or (ii) any "general intangibles", "letter-of-credit rights" and "deposit accounts" within the meaning of the applicable Uniform Commercial Code, all Collateral (other than any Accounts) has been credited to one or more Accounts. (0 The securities intermediary for each Account has agreed to treat all assets credited to such Account as "financial assets" within the meaning of the applicable Uniform Commercial Code. 91 EFTA00596223

(g) The Issuer has taken all steps necessary to cause the securities intermediary to identify in its records the Trustee as the person having the security entitlement against the securities intermediary in each of the Accounts. The Accounts are not in the name of any person other than the Trustee. The Issuer has not consented for the securities intermediary of any Account to comply with entitlement orders of any person other than the Trustee. (h) The Issuer has caused or will cause, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Trustee hereunder. (i) Other than pursuant to or permitted by this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating to the security interest granted to the Trustee under this Indenture. The Issuer is not aware of any judgment, Pension Benefit Guaranty Corp., or tax lien filing against the Issuer. (j) The counterparty under any participation interest as to which the underlying debt is evidenced by an "instrument" that is not credited to an Account has possession of any such instrument, and the Issuer has not received from such counterparty a notification that there are any marks or notations on such instruments indicating that such instrument has been pledged, assigned or otherwise conveyed to any Person other than the Trustee. The Issuer will promptly notify if it becomes aware that any of the representations and warranties in this Section 3.4 is not true and correct in any material respect. ARTICLE 4 SATISFACTION AND DISCHARGE Section 4.1 Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to the Collateral securing the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of the Securities to receive payments of principal thereof and interest thereon as provided herein, (iv) the rights, obligations and immunities of the Trustee hereunder, (v) the rights, obligations and immunities of the Collateral Manager hereunder and under the Collateral Management Agreement, and (vi) the rights of Holders of the Notes as beneficiaries hereof with respect to the property deposited with the Trustee and payable to all or any of them (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) when: (a) either: 92 EFTA00596224

(i) all Securities theretofore authenticated and delivered to Holders (other than (A) Securities which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7 and (B) Securities for whose payment Cash has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.3), have been delivered to the Trustee for cancellation; or (ii) all Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable on their Maturity Date within one year, or (C) are to be called for redemption pursuant to Article 9 under an arrangement satisfactory to the Trustee for the giving of notice of redemption by the Applicable Issuers pursuant to Section 9.3 and the Issuer has irrevocably deposited or caused to be deposited with the Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided, that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated "Aaa" by Moody's and "AAA" by M, in an amount sufficient, as verified by a firm of Independent certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the respective Maturity Date or the respective Redemption Date, as the case may be; provided, however, that this subsection (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; (b) the Issuer has paid or caused to be paid all other sums then due and payable hereunder (including any amounts then due and payable pursuant to the Collateral Administration Agreement and the Collateral Management Agreement without regard to the Expense Cap Amount) by the Issuer and no other amounts are scheduled to be due and payable by the Issuer; and (c) the Co-Issuers have delivered to the Trustee Officers' certificates and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Co-Issuers, the Trustee, the Collateral Manager and, if applicable, the Holders, as the case may be, under Sections 2.8 (Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved), 4.2 (Application of Trust Money), 5.4(d) (Remedies), 5.9 (Unconditional Rights of Noteholders to Receive Principal and Interest), 5.18 (Action on the Notes), 6.6 (Cash Held in Trust), 7.1 (Payment of Principal and Interest), 7.3 (Cash for Note Payments to be Held in Trust) and 13.1 (Subordination) hereof shall survive. Section 4.2 Application of Trust Money. All Cash deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it in accordance with the provisions of the Securities and this Indenture, 93 EFTA00596225