including, without limitation, the Priority of Payments, to the payment of principal and interest on the Senior Notes or to the payments by way of distributions on the Income Notes, either directly or through any Paying Agent, as the Trustee may determine, to the Person entitled thereto; and such Cash shall be held in a segregated account identified as being held in trust for the benefit of the Secured Parties, as their interests may appear. Section 4.3 Repayment of Cash Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all Cash then held by any Paying Agent other than the Trustee under the provisions of this Indenture shall, upon demand of the Co-Issuers, be paid to the Trustee to be held and applied pursuant to Section 7.3 hereof and in accordance with the Priority of Payments and thereupon such Paying Agent shall be released from all further liability with respect to such Cash. ARTICLE 5 REMEDIES Section 5.1 Events of Default. "Event of Default " wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) a default in the payment, when due and payable, of the Interest Amount on any Class of Senior Notes, which default in each case shall continue for a period of 5 Business Days (or if due solely to an administrative error or omission by the Trustee or any Paying Agent, for a period of 7 Business Days); provided that (except on the Maturity Date or date of redemption in full of the Class B Notes, the Class C Notes or the Class D Notes) the failure to pay the Interest Amount on any of the Class B Notes, the Class C Notes or the Class D Notes, as the case may be, because insufficient funds are available in accordance with the Priority of Payments will not constitute an Event of Default, so long as any more senior Class of Notes then remains Outstanding; (b) a default in the payment of principal of any Senior Note on the Maturity Date or Optional Redemption Date, as applicable; provided, however, that in the case of a default in respect of such payment due solely to an administrative error or omission by the Issuer, the Trustee or any Paying Agent, such default continues for a period of 5 Business Days; (c) a failure to disburse, within 5 Business Days following any Payment Date or Maturity Date or Optional Redemption Date (or, in the case of a failure solely due to an administrative error or omission by the Trustee or any Paying Agent, within 7 Business Days) amounts available in accordance with the Interest Priority of Payments or Principal Priority of Payments, as applicable; (d) either of the Co-Issuers or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act and, if such requirement 94 EFTA00596226

is capable of being eliminated, such requirement has not been eliminated after a period of 45 days; (e) except as otherwise provided in this definition of "Event of Default," a default in any material respect in the performance, or material breach, of any other covenant, warranty or other agreement of the Co-Issuers under the Indenture (provided that, without limiting the generality of the foregoing, any failure to meet any criterion or test of the Coverage Tests, the Collateral Quality Test or the Portfolio Profile Test is not an Event of Default except to the extent provided in subclause (h) below), or the failure of any material representation or warranty of the Co-Issuers made in the Indenture or in any certificate or other writing delivered pursuant to or in connection with the Indenture to be correct in all material respects when the same shall have been made, which default, breach or failure would have a material adverse effect on the Holders or beneficial owners of the Notes and continuance of such default, breach or failure for a period of 30 days after written notice shall have been given as provided in the Indenture to the Applicable Issuers and the Collateral Manager by the Trustee or to the Applicable Issuers, the Collateral Manager and the Trustee by the Holders of at least 25% of the Aggregate Principal Amount of the Controlling Class specifying such default, breach or failure and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (f) the entry of a decree or order by a court having competent jurisdiction adjudging either of the Co-Issuers as bankrupt or insolvent or granting an order for relief or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of either of the Co-Issuers under the Bankruptcy Code, the bankruptcy or insolvency laws of the Cayman Islands or any other applicable law, or appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of either of the Co- Issuers or of any substantial part of its property, or ordering the winding up or liquidation of its affairs; or an involuntary case or Proceeding shall be commenced against either of the Co-Issuers seeking any of the foregoing and such case or Proceeding shall continue in effect for a period of 6O consecutive days; (g) the institution by either of the Co-Issuers of Proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency Proceedings against it, or the filing by either of the Co-Issuers of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, the bankruptcy and insolvency laws of the Cayman Islands or any other applicable law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of either of the Co-Issuers or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the passing of a resolution to wind up voluntarily either of the Co-Issuers, or the taking of any action by either of the Co-Issuers in furtherance of any such action; or (h) on any Determination Date, failure to maintain the EOD Ratio at 100% or higher. 95 EFTA00596227

Section 5.2 Acceleration of Maturity: Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 5.1(f) or (g)), the Trustee shall, upon the written direction of the Requisite Noteholders, by notice to the Applicable Issuers (with a copy to the Collateral Manager), declare the principal of all the Notes to be immediately due and payable, and upon any such declaration such principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 5.1(1) or (g) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Notes, and other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. (b) At any time after such a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the Cash due has been obtained by the Trustee as hereinafter provided in this Article 5, the Requisite Noteholders by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) The Issuer or the Co-Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue amounts payable on or in respect of the Notes (other than amounts due solely as a result of acceleration); (B) to the extent that the payment of such interest is lawful, interest upon any Deferred Interest at the applicable Note Interest Rates; and (C) all unpaid taxes and Administrative Expenses of the Co-Issuers and other sums paid or advanced by the Trustee hereunder; and (ii) The Trustee has determined that all Events of Default, other than the nonpayment of the interest (if applicable) on or principal of the Notes that have become due solely by such acceleration, have (A) been cured, and the Requisite Noteholders by written notice to the Trustee have agreed with such determination (which agreement shall not be unreasonably withheld), or (B) been waived as provided in Section 5.14 (Waiver of Past Defaults). The Trustee shall rescind and annul any declaration of acceleration and its consequences if the Trustee is required to preserve the Collateral in accordance with the provisions of Section 5.5 with respect to the Event of Default that gave rise to such declaration; provided, however, that if such preservation of the Collateral is rescinded pursuant to Section 5.5 and such Event of Default is continuing, the Notes may be accelerated pursuant to the first paragraph of this Section 5.2, notwithstanding any previous rescission and annulment of a declaration of acceleration pursuant to this paragraph. No such rescission shall affect any subsequent Default or impair any right consequent thereon. 96 EFTA00596228

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. If an Event of Default occurs and is continuing, subject to Section 5.5, the Trustee may in its discretion, and shall upon written direction of the Requisite Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by the Requisite Noteholders, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. In case there shall be pending Proceedings relative to the Issuer or the Co-Issuer or any other obligor upon the Notes under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer, the Co-Issuer or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Notes, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes upon direction by the Holders of such Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in any Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Notes or to the creditors or property of the Issuer, the Co-Issuer or such other obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Notes, upon the direction of such Holders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or person performing similar functions in comparable Proceedings; and (c) to collect and receive any Cash or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. 97 EFTA00596229

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a). Section 5.4 Remedies. (a) If an Event of Default shall have occurred and be continuing, and the Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, the Co-Issuers agree that the Trustee may, and shall, upon written direction of the Requisite Noteholders, to the extent permitted by applicable law, exercise one or more of the following rights, privileges and remedies: (i) institute Proceedings for the collection of all amounts then payable on the Notes or otherwise payable under this Indenture, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral any Cash adjudged due; (ii) sell or cause the sale of all or a portion of the Collateral or rights or interests therein, at one or more public or private sales called and conducted in any manner permitted by law and in accordance with Section 5.17 hereof; (iii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral; (iv) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Holders of the Notes hereunder; and (v) exercise any other rights and remedies that may be available at law or in equity; provided, however, that the Trustee may not sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.4 except according to the provisions specified in Section 5.5(a). The Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking firm of national reputation with demonstrated capabilities in structuring and distributing securities similar to the Notes, which may be the Initial Purchaser, as to the feasibility of any action proposed to be taken in accordance with this Section 5.4 and as to the sufficiency of the proceeds and other amounts receivable with respect to the Collateral to make the required payments of principal of and interest on the Notes, which opinion shall be conclusive evidence as to such feasibility or sufficiency. 98 EFTA00596230

(b) If an Event of Default as described in Section 5.1(e) hereof shall have occurred and be continuing, the Trustee may, and at the direction of the Holders of not less than 25% of the Aggregate Principal Amount of the Controlling Class shall, institute a Proceeding solely to compel performance of the covenant or agreement or to cure the representation or warranty, the breach of which gave rise to the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding. (c) Upon any sale, whether made under the power of sale hereby given or by virtue of judicial Proceedings, any Noteholder or Noteholders may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability. Upon any sale, whether made under the power of sale hereby given or by virtue of judicial Proceedings, the receipt of the Trustee, or of the Officer making a sale under judicial Proceedings, shall be a sufficient discharge to the purchaser or purchasers at any sale for its or their purchase money, and such purchaser or purchasers shall not be obliged to see to the application thereof. Any such sale, whether under any power of sale hereby given or by virtue of judicial Proceedings, shall bind the Co-Issuers, the Trustee and the Noteholders, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each of them in and to the property sold, and shall be a perpetual bar, both at law and in equity, against each of them and their successors and assigns, and against any and all Persons claiming through or under them. (d) Notwithstanding any other provision of this Indenture, the Trustee may not, prior to the date which is one year and one day (or if longer, any applicable preference period) after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer or the Co-Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under federal or state bankruptcy or similar laws. Nothing in this Section 5.4 shall preclude, or be deemed to stop, the Trustee (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Trustee, or (ii) from commencing against the Issuer or the Co-Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding. Section 5.5 Optional Preservation of Collateral. (a) Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10, Article 11 and Article 12 unless either: 99 EFTA00596231

(i) the Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due (or, in the case of interest, accrued) and unpaid on the Senior Notes for principal and interest (including Deferred Interest), and all amounts payable prior to payment of principal on such Senior Notes pursuant to the Priority of Payments and the Requisite Noteholders and the Collateral Manager agree with such determination; or (ii) a Majority of each Class of Senior Notes Outstanding directs the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Co-Issuer and the Collateral Manager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall obtain bid prices with respect to each security contained in the Collateral from two nationally recognized dealers (as specified by the Collateral Manager in writing) at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the lower of such bid prices for each such security. For the purposes of making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply the standards set forth in Section 6.3(c)(i) or (ii). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation. The Trustee shall deliver to the Noteholders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after any sale or liquidation of the Collateral. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of the Requisite Noteholders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). Section 5.6 Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or under any of the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceeding relating thereto, and any such action or Proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be applied as set forth in Section 5.7 hereof. 100 EFTA00596232

In any Proceedings brought by the Trustee (and any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Notes. Section 5.7 Application of Cash Collected. Any Cash collected by the Trustee with respect to the Notes pursuant to this Article 5 and any Cash that may then be held or thereafter received by the Trustee with respect to the Notes hereunder shall be applied, subject to Section 13.1 and in accordance with the provisions of Section 11.1, at the date or dates fixed by the Trustee. Section 5.8 Limitation on Suits. No Holder of any Note shall have any right to institute any Proceedings, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously given to the Trustee written notice of an Event of Default; (b) the Holders of not less than 25% of the then Aggregate Principal Amount of the Notes of the Controlling Class shall have made a written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder and such Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (c) the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such Proceeding; and (d) if the Holders of 50% or less of the Aggregate Principal Amount of the Controlling Class have requested initiation of proceedings, no written direction inconsistent with such written request has been given to the Trustee during such 30 day period by the Holders of at least 25% of the Aggregate Principal Amount of the Controlling Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of the same Class or to obtain or to seek to obtain priority or preference over any other Holders of the Notes of the same Class or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 and the Priority of Payments. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the Controlling Class, each representing less than 66 2/3% of the Controlling Class, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. 101 EFTA00596233

Notwithstanding anything to the contrary herein, no Holder of Income Notes shall be entitled to institute Proceedings or seek any other remedy hereunder unless all of the Senior Notes have been redeemed in full. Section 5.9 Unconditional Rights of Noteholders to Receive Principal and Interest. Subject to Section 2.8(i), but notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of, interest on or distributions in respect of such Note as such principal, interest or distributions become due and payable in accordance with the Priority of Payments and Section 13.1, and, subject to the provisions of Section 5.8, to institute proceedings for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. Holders of Notes ranking junior to Notes still Outstanding shall have no right to institute proceedings for the enforcement of any such payment until such time as no Note ranking senior to such Note remains Outstanding, which right shall be subject to the provisions of Section 5.8, and shall not be impaired without the consent of any such Holder. Section 5.10 Restoration of Rights and Remedies. If the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then and in every such case the Co-Issuers, the Trustee and the Noteholder shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholder shall continue as though no such Proceeding had been instituted (provided, that, if such Proceeding has been determined adversely to the Trustee or such Noteholder, nothing set forth herein shall be deemed to limit the doctrines of resjudicata and collateral estoppel as applicable). Section 5.11 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 5.12 Delay or Omission Not Waiver. No delay or omission of the Trustee or any Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein or of a subsequent Event of Default. Every right and remedy given by this Article 5 or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be. 102 EFTA00596234

Section 5.13 Control by Requisite Noteholders. Subject to Section 5.5, the Requisite Noteholders shall have the right following the occurrence, and during the continuance of, an Event of Default to cause the institution of and direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee; provided that: (a) such direction shall not conflict with any rule of law or with any express provision of this Indenture; (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; (c) subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability (unless the Trustee has received the indemnity as set forth in (d) below) (d) the Trustee shall have been provided with indemnity reasonably satisfactory to it; and (e) notwithstanding the foregoing, any direction to the Trustee to undertake a Sale of the Collateral shall be by the Holders of Notes secured thereby representing the requisite percentage of the Aggregate Principal Amount of Notes specified in Section 5.5(a)(ii). Section 5.14 Waiver of Past Defaults. Prior to the time a judgment or decree for payment of the Cash due has been obtained by the Trustee, as provided in this Article 5, the Requisite Noteholders may on behalf of the Holders of all the Notes waive any past Default and its consequences, except a Default under the terms of this Indenture: (a) any Notes; or in the payment of the principal of, interest on or distributions in respect of (b) in respect of a covenant or provision hereof that under Section 8.2 cannot be modified or amended without the waiver or consent of the Holder of each Outstanding Note materially adversely affected thereby. In the case of any such waiver, the Co-Issuers, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. The Trustee shall prorr y give written notice of any such waiver to the Collateral Manager, each Noteholder and MI and in the case of a waiver of Default relating to a breach of the representations contained in Section 3.4, written notice of such waiver must be given to Moody's. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no 103 EFTA00596235

such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. Section 5.15 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% in the Aggregate Principal Amount of the Controlling Class, or to any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Notes on or after the applicable Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date). Section 5.16 Waiver of Stay or Extension Laws. The Co-Issuers covenant (to the extent that they may lawfully do so) that they will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any valuation, appraisement, redemption or marshalling law or rights, in each case wherever enacted, now or at any time hereafter in force, which may affect the covenants, the performance of or any remedies under this Indenture; and the Co-Issuers (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law or rights, and covenant that they will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted or rights created. Section 5.17 Sale of Collateral. (a) The power to effect any sale (a "Sale") of any portion of the Collateral pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid. The Trustee may upon notice to the Noteholders, and shall, upon direction of the Requisite Noteholders, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 hereof. (b) The Trustee may bid for and acquire any portion of the Collateral in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Notes or other amounts secured by the Collateral, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by 104 EFTA00596236

the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof. The Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Collateral consists of securities issued without registration under the Securities Act ("Unregistered Securities"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained, seek a no action position from the Securities and Exchange Commission or any other relevant federal or state regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Cash. Section 5.18 Action on the Notes. The Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking or obtaining of or application for any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer or the Co-Issuer. ARTICLE 6 THE TRUSTEE Section 6.1 Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided, however, that in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform 105 EFTA00596237

on their face to the requirements of this Indenture and shall promptly, but in any event within three Business Days in the case of an Officer's certificate furnished by the Collateral Manager, notify the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Trustee within fifteen days after such notice from the Trustee, the Trustee shall so notify the Noteholders. (b) In case an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall, prior to the receipt of directions, if any, from the Requisite Noteholders, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section 6.1; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it shall be proven that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer or the Co-Issuer or the Collateral Manager in accordance with this Indenture and/or a Majority (or such other percentage as may be required by the terms hereof) of the Controlling Class (or other Class if required or permitted by the terms hereof) relating to the time, method and place of conducting any Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it (if the amount of such funds or risk or liability does not exceed the amount payable to the Trustee pursuant to Section II.1(a)(i)(A) net of the amounts specified in Section 6.7(a), the Trustee shall be deemed to be reasonably assured of such repayment) unless such risk or liability relates to its ordinary services, including services under Article 5, under this Indenture. (d) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Section 5.1(c), 5.1(d), 5.1(e), 5.I(f), 5.1(g) or 5.1(h) or any Default described in Section 5.1(e) unless a Trust Officer assigned to and working in the Corporate Trust Office has actual knowledge thereof or unless written 106 EFTA00596238

notice of any event which is in fact such an Event of Default or Default is received by the Trustee at the Corporate Trust Office, and such notice references the Notes generally, the Issuer, the Co-Issuer, the Collateral or this Indenture. For purposes of determining the Trustee's responsibility and liability hereunder, whenever reference is made in this Indenture to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or Default of which the Trustee is deemed to have notice as described in this Section 6.1. (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1. Section 6.2 Notice of Default. Promptly (and in no event later than 3 Business Days) after the occurrence of any Default known to the Trustee or after any declaration of acceleration has been made or delivered to the Trustee pursuant to Section 5.2, the Trustee shall transmit by mail to the Collateral Manager, each Rating Agency, each Noteholder, as their names and addresses appear on the Register, and the Irish Stock Exchange, for so long as any Class of Securities is listed on the Irish Stock Exchange and so long as the rules of such exchange so require, notice of all Defaults hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, that the Issuer shall notify of any such Default, even if waived. Section 6.3 Certain Rights of Trustee. Except as otherwise provided in Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer or the Co-Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be; (c) whenever in the administration of this Indenture the Trustee shall (i) deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's certificate or (ii) be required to determine the value of any Collateral or funds hereunder or the cash flows projected to be received therefrom, the Trustee may, in the absence of bad faith on its part, rely on reports of nationally recognized accountants, investment bankers or other persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the type being valued and securities quotation services; (d) as a condition to the taking or omitting of any action by it hereunder, the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon; 107 EFTA00596239

(e) the Trustee shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture at the request or direction of any of the Securityholders pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities (including legal fees) which might reasonably be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Trustee, in its discretion, may, and upon the written direction of a Majority of the Controlling Class or of a Rating Agency shall, make such further inquiry or investigation into such facts or matters as it may see fit or as it shall be directed, and the Trustee shall be entitled, on reasonable prior notice to the Co-Issuers and the Collateral Manager, to examine the books and records relating to the Notes and the Collateral, personally or by agent or attorney, during the Co-Issuers' or the Collateral Manager's normal business hours; provided that the Trustee shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be required by law by any regulatory authority and (ii) except to the extent that the Trustee, in its judgment, may determine that such disclosure is consistent with its obligations hereunder; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; provided that the Trustee shall not be responsible for any misconduct or negligence on the part of any non- Affiliated agent appointed (subject to the approval of the Collateral Manager, which approval shall not be unreasonably withheld) and supervised, or non-Affiliated attorney appointed, with due care by it hereunder; (h) the Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers hereunder; (i) nothing herein shall be construed to impose an obligation on the part of the Trustee to recalculate, evaluate or verify any report, certificate or information received from the Issuer or Collateral Manager (unless and except to the extent otherwise expressly set forth herein); (j) to the extent any defined term hereunder, or any calculation required to be made or determined by the Trustee hereunder, is dependent upon or defined by reference to generally accepted accounting principles (as in effect in the United States of America) ("GAAP"), the Trustee shall be entitled to request and receive (and rely upon) instruction from the Issuer or the accountants identified in the Accountants' Certificate (and in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain instruction from an Independent accountant at the expense of the Issuer) as to the application of GAAP in such connection, in any instance; (k) the Trustee shall not be responsible or liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, clearing agency, common depository, Euroclear or Clearstream, Luxembourg or for the acts or omissions of the Collateral Manager or either Co-Issuer; and 108 EFTA00596240

(1) the enumeration of any permissible rights or powers herein available to the Trustee shall not be construed to be the imposition of a duty. Section 6.4 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, other than the Certificate of Authentication thereon, shall be taken as the statements of the Applicable Issuers; and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Indenture (except as may be made with respect to the validity of the Trustee's obligations hereunder), the Collateral or the Securities. The Trustee shall not be accountable for the use or application by the Co-Issuers of the Securities or the proceeds thereof or any Cash paid to the Co-Issuers pursuant to the provisions hereof. Section 6.5 May Hold Securities. The Trustee, any Paying Agent, Registrar or any other agent of the Co-Issuers, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Co-Issuers or any of their Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent. Section 6.6 Cash Held in Trust. Cash held by the Trustee hereunder shall be held in trust to the extent required herein. The Trustee shall be under no liability for interest on any Cash received by it hereunder except as otherwise agreed upon with the Issuer and except to the extent of income or other gain on investments which are deposits in or certificates of deposit of the Trustee in its commercial capacity and income or other gain actually received by the Trustee on Eligible Investments. Section 6.7 Compensation and Reimbursement. (a) The Issuer agrees: (i) to pay the Trustee on each Payment Date reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including, without limitation, securities transaction charges and the reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, or 10.7, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee's receipt of a payment from a 109 EFTA00596241

financial institution with respect to certain Eligible Investments, as described herein or specified by the Collateral Manager; (iii) to indemnify the Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending themselves (including reasonable attorney's fees and costs) against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13 hereof. (b) The Trustee's fee shall be calculated on the basis of the actual number of days elapsed in the relevant period divided by 360. The Trustee shall receive amounts pursuant to this Section 6.7 payable as Administrative Expenses as provided in Sections 11.1(a)(i) and (ii) but only to the extent that funds are available for the payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder. No direction by the Securityholders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If on any date when an amount pursuant to this Section 6.7 shall be payable to the Trustee pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of such amount not so paid shall be deferred and payable on such later date on which a fee shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against either of the Co-Issuers for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year and one day, or if longer the applicable preference period then in effect, after the payment in full of all Securities issued under this Indenture. The agreement and obligation of the Trustee pursuant to this Section 6.7(c) shall survive the termination or resignation of the Trustee. Section 6.8 Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be an Independent organization, national association or entity organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $200,000,000, subject to supervision or examination by federal or state authority, having a rating of at least "Baal" by Moody's and at least "BBB+" by and having an office within the United States of America. If such organization or entity publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the combined capital and surplus of such organization or entity shall be deemed to be its combined capital and surplus as set forth in its most recent published report of condition. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this 110 EFTA00596242

Section 6.8, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 6. Section 6.9 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 6 shall become effective until the acceptance of appointment by the successor Trustee under Section 6.10. The indemnifications in favor of the Trustee in Section 6.7 shall survive any resignation or removal (to the extent of any indemnified liabilities, costs, expenses and other amounts arising or incurred prior to, or arising out of actions or omissions occurring prior to, the effectiveness of such resignation or removal) and the termination of this Indenture. (b) The Trustee may resign at any time by giving not less than 30 days written notice thereof to the Co-Issuers, the Collateral Manager, the Holders of the Notes and each Rating Agency. Upon receiving such notice of resignation, the Co-Issuers shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by an Authorized Officer of the Issuer and an Authorized Officer of the Co-Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the written consent of (i) a Majority of each Class or, at any time when an Event of Default shall have occurred and be continuing or when a successor Trustee is being appointed pursuant to Section 6.9(e), by an Act of a Majority of the Controlling Class and (ii) the Collateral Manager (not to be unreasonably withheld). If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8. (c) The Trustee may be removed at any time when an Event of Default shall have occurred and be continuing by an Act of the Requisite Noteholders, delivered to the Trustee and to the Co-Issuers, or by order of a court of competent jurisdiction as set forth herein. (d) If at any time: (i) the Trustee shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Co-Issuers or a Majority of the Controlling Class; or (ii) the Trustee shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case (subject to Section 6.9(a)), (A) the Co-Issuers, by Issuer Order, may remove the Trustee, or (B) subject to Section 5.15, any Holder may, on behalf of himself and all 111 EFTA00596243

others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If the Trustee shall be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any reason (other than resignation), the Co- Issuers, by Issuer Order, shall promptly appoint a successor Trustee in accordance with the second sentence of Section 6.9(b). If the Co-Issuers shall fail to appoint a successor Trustee within 60 days after such removal or incapability or the occurrence of such vacancy, a successor Trustee may be appointed by a Majority of the Controlling Class by written instrument delivered to the Issuer and the retiring Trustee. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede any successor Trustee proposed by the Co-Issuers. If no successor Trustee shall have been so appointed by the Co-Issuers or a Majority of the Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15, any Holder may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Co-Issuers shall give prompt notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first class mail, postage prepaid, to the Collateral Manager, to each Rating Agency, and to each Noteholder as their names and addresses appear in the Register. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. If the Co-Issuers fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Co-Issuers. Section 6.10 Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall meet the requirements of Section 6.8 and shall execute, acknowledge and deliver to the Co-Issuers and the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Trustee; but, on request of the Co-Issuers or a Majority of any Class or the successor Trustee, such retiring Trustee shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and Cash held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Co-Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. Section 6.11 Merger, Conversion. Consolidation or Succession to Business of Trustee. Any organization or entity into which the Trustee may be merged or convened or with which it may be consolidated, or any organization or entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any organization or entity 112 EFTA00596244

succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such organization or entity shall be otherwise qualified and eligible under this Article 6, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any of the Securities has been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. Section 6.12 Co-Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or more Persons to act as co-trustee (subject to the written approval of the Rating Agencies), jointly with the Trustee, of all or any part of the Collateral, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12. The Co-Issuers shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-trustee. If the Co-Issuers do not join in such appointment within 15 days after the receipt by them of a request to do so, the Trustee shall have the power to make such appointment. Should any written instrument from the Co-Issuers be required by any co-trustee so appointed, more fully confirming to such co-trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Co- Issuers. The Co-Issuers agree to pay (but only from and to the extent of the Collateral), to the extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with such appointment. Every co-trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (a) the Securities shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee jointly as shall be provided in the instrument appointing such co-trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has 113 EFTA00596245

occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Co-Issuers. A successor to any co- trustee so resigned or removed may be appointed in the manner provided in this Section 6.12; (d) no co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee hereunder; (e) the Trustee shall not be liable by reason of any act or omission of a co- trustee; and (f) any notice, Act of Holders or other writing delivered to the Trustee shall be deemed to have been delivered to each co-trustee. Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds. In the event that in any month the Trustee shall not have received a payment with respect to any Pledged Obligation on its Due Date, (a) the Trustee shall promptly notify the Issuer and the Collateral Manager in writing and (b) unless within three Business Days (or the end of the applicable grace period for such payment, if longer) after such notice such payment shall have been received by the Trustee, or the Issuer, in its absolute discretion (but only to the extent permitted by Section 10.2(a), shall have made provision for such payment satisfactory to the Trustee in accordance with Section 10.2(a), the Trustee shall request the Obligor of such Pledged Obligation, the trustee under the related Reference Instrument or paying agent designated by either of them, as the case may be, to make such payment as soon as practicable after such request but in no event later than three Business Days after the date of such request. In the event that such payment is not made within such time period, the Trustee, subject to the provisions of clause (iv) of Section 6.1(c), shall take such action as the Collateral Manager shall direct in writing. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture. In the event that the Issuer or the Collateral Manager requests a release of a Pledged Obligation, such release shall be subject to Section 10.6 and Article 12 of this Indenture, as the case may be. Notwithstanding any other provision hereof, the Trustee shall deliver to the Issuer or its designee any payment with respect to any Pledged Obligation received after the Due Date thereof to the extent the Issuer previously made provisions for such payment satisfactory to the Trustee in accordance with this Section 6.13 and such payment shall not be deemed part of the Collateral. Section 6.14 Authenticating Agents. Upon the request of the Co-Issuers, the Trustee shall, and if the Trustee so chooses the Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Securities in connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Securities. The Trustee shall provide written notice of such appointment to the Co-Issuers (with a copy to the Collateral Manager). For all purposes of this Indenture, the authentication of Securities by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication of Securities "by the Trustee." 114 EFTA00596246

Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer (with a copy to the Collateral Manager). The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Co-Issuers (with a copy to the Collateral Manager). Upon receiving such notice of resignation or upon such a termination, the Trustee shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Co-Issuers (with a copy to the Collateral Manager). The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement for its reasonable expenses relating thereto. Such compensation and reimbursement shall be payable as Administrative Expense in the Priority of Payments but only to the extent that funds are available for payment thereof. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable to any Authenticating Agent. Section 6.15 Withholding. If any withholding tax is imposed on the Issuer's payment (or allocations of income) under the Securities to any Holder, such tax shall reduce the amount otherwise distributable to such Holder. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to any Holder sufficient funds for the payment of any tax that is legally owed by the Issuer (but such authorization shall not prevent the Trustee or the Issuer from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to any Holder shall be treated as cash distributed to such Holder at the time it is withheld by the Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Trustee may in its sole discretion withhold such amounts in accordance with this Section 6.15. If any Holder wishes to apply for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Holder in making such claim so long as such Holder agrees to reimburse the Trustee for any out-of-pocket expenses incurred. Nothing herein shall impose an obligation on the part of the Trustee to determine the amount of any tax or withholding obligation on the part of the Issuer or in respect of the Securities. Section 6.16 Fiduciary for Noteholders Only: Agent for Other Secured Parties. With respect to the security interest created hereunder, the Delivery of any Pledged Obligation to the Trustee is to the Trustee as fiduciary of the Noteholders and as agent for the other Secured Parties. The Trustee shall have no fiduciary duties to any of the other Secured Parties other than the Noteholders. 115 EFTA00596247

Section 6.17 Representations and Warranties of the Bank. The Bank hereby represents and warrants as follows: (a) Organization. The Bank has been duly organized and is validly existing as a national banking association under the laws of the United States of America and has the power to conduct its business and affairs as a trustee. (b) Authorization: Binding Obligations. The Bank has the corporate power and authority to perform the duties and obligations of trustee under this Indenture. The Bank has taken all necessary corporate action to authorize the execution, delivery and performance of this Indenture, and all of the documents required to be executed by the Bank pursuant hereto. Upon execution and delivery by the Bank, this Indenture will constitute the legal, valid and binding obligation of the Bank enforceable in accordance with its terms. (c) Eligibility. The Bank is eligible under Section 6.8 hereof to serve as Trustee hereunder. (d) No Conflict. Neither the execution, delivery and performance of this Indenture, nor the consummation of the transactions contemplated by this Indenture, (i) is prohibited by, or requires the Bank to obtain any consent, authorization, approval or registration under, any law, statute, rule, regulation, judgment, order, writ, injunction or decree that is binding upon the Bank or any of its properties or assets, or (ii) will violate any provision of, result in any default or acceleration of any obligations under, result in the creation or imposition of any lien pursuant to, or require any consent under, any material agreement to which the Bank is a party or by which it or any of its property is bound. ARTICLE 7 COVENANTS Section 7.1 Payment of Principal and Interest. The Applicable Issuers will duly and punctually pay the principal of and interest on the Senior Notes and make any distributions on the Income Notes to the extent funds are available pursuant to the Priority of Payments, in accordance with the terms of such Notes and this Indenture pursuant to the Priority of Payments. The Issuer shall, subject to the Priority of Payments, reimburse the Co-Issuer for any amounts paid by the Co-Issuer pursuant to the terms of the Notes or this Indenture. The Co- Issuer shall not reimburse the Issuer for any amounts paid by the Issuer pursuant to the terms of the Notes or this Indenture. Amounts properly withheld under the Code or other applicable law by any Person from a payment to any Holder shall be considered as having been paid by the Applicable Issuers to such Holder for all purposes of this Indenture. Amounts withheld pursuant to applicable tax laws shall be considered as having been paid by the Applicable Issuers as provided above. 116 EFTA00596248

Section 7.2 Maintenance of Office or Agency. The Co-Issuers hereby appoint the Trustee as a Paying Agent for the payment of principal of and interest or distributions on the Notes and the Co-Issuers hereby appoint the Trustee's office at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—Clear Lake CLO, Ltd., as the Co- Issuers' agent where Securities may be surrendered for registration of transfer or exchange. The Co-Issuers may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided, however, that the Co-Issuers will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Co-Issuers in respect of such Notes and this Indenture may be served and, subject to any laws or regulations applicable thereto, an office or agency outside of the United States of America where Notes may be presented and surrendered for payment; provided, further, that, so long as any Class of Securities is listed on the Irish Stock Exchange and the rules of such exchange so require, the Co-Issuers will maintain in Ireland a Paying Agent and an office or agency where notices and demands to or upon the Co-Issuers in respect of such Securities and this Indenture may be served; and provided, further, that no paying agent shall be appointed in a jurisdiction which subjects payments on the Securities to withholding tax. The Co-Issuers hereby appoint, for so long as any Class of Securities is listed on the Irish Stock Exchange, NCB Stockbrokers Limited (the "Irish Paying and Listing Agent") as Paying Agent and Listing Agent in Ireland with respect to the Listed Securities, for the payment of principal and interest on such Securities and as the Co-Issuers' agent where notices and demands to or upon the Co-Issuers in respect of such Securities or this Indenture may be served. In the event that the Irish Paying and Listing Agent is replaced at any time during such period, notice of the appointment of any replacement will be published in the Daily Official List of the Irish Stock Exchange as promptly as practicable after such appointment. The Co-Issuers shall at all times maintain a duplicate copy of the Register at the Corporate Trust Office. The Co-Issuers shall give prompt written notice to the Trustee, each Rating Agency and each Holder, as their names and addresses appear in the Register, of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. If at any time the Co-Issuers shall fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside the United States of America, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made (subject to the limitations described in the preceding paragraph) at and notices and demands may be served on the Co-Issuers and Securities may be presented and surrendered for payment to the appropriate Paying Agent at its main office, and the Co-Issuers hereby appoint the same as their agent to receive such respective presentations, surrenders, notices and demands. Section 7.3 Cash for Note Payments to be Held in Trust. All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Applicable Issuers by the Trustee or a Paying Agent with respect to payments on the Notes. 117 EFTA00596249

When the Applicable Issuers shall have a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Applicable Issuers shall have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date or Redemption Date, as the case may be, direct the Trustee to deposit on such Payment Date with such Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Co-Issuers shall promptly notify the Trustee of its action or failure so to act. Any Cash deposited with a Paying Agent (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article 10. The initial Paying Agent shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee (with a copy to the Collateral Manager); provided, however, that so long as any Class of Senior Notes is rated by a Rating Agency and with respect to any additional or successor Agent, either (i) such Paying Agent has a long-term debt rating of "AA-" or higher by and "Aa3" or higher by Moody's or a short-term debt rating of "P-I" by Moody's and "A-I+" by or (ii) each Rating Agency confirms that employing such Paying Agent will not result in a downgrade or withdrawal of its ratings on the Notes of any such Class or Classes. In the event that such successor Paying Agent ceases to have a long-term debt rating of "AA-" or higher by and "Aa3" or higher by Moody's or a short-term debt rating of at least "P-I" by Moody's and "A-1+" by the Co-Issuers shall promptly remove such Paying Agent and appoint a successor Paying Agent. The Co-Issuers shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 7.3, that such Paying Agent will: (a) allocate all sums received for payment to the Holders of Notes for which it acts as Paying Agent on each Payment Date and any Redemption Date among such Holders in the proportion specified in the applicable report to the extent permitted by applicable law; (b) hold all sums held by it for the payment of amounts due with respect to the Notes, in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; 118 EFTA00596250

(c) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes, if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (d) immediately give the Trustee notice of any default by the Issuer or the Co—Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and (e) during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Co-Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Co-Issuers or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Co-Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such Cash. Except as otherwise required by applicable law, any Cash deposited with the Trustee or any Paying Agent in trust for any payment on any Note and remaining unclaimed for two years after such amount has become due and payable shall be paid to the Applicable Issuers on Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Applicable Issuers for payment of such amounts and all liability of the Trustee or such Paying Agent with respect to such trust Cash (but only to the extent of the amounts so paid to the Applicable Issuers) shall thereupon cease. The Trustee or such Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the Applicable Issuers any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in Cash due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of record of each such Holder. Section 7.4 Existence of Co-Issuers. (a) The Issuer and the Co-Issuer shall maintain in full force and effect their existence and rights as companies incorporated or organized under the laws of the Cayman Islands and the State of Delaware, respectively, and shall obtain and preserve their qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Securities, or any of the Collateral; provided, however, that the Issuer shall be entitled to change its jurisdiction of incorporation from the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given by the Trustee to the Holders, the Collateral Manager and each Rating Agency at least 30 days prior to such change in jurisdiction, (iii) the Issuer has received Rating Confirmation therefor from., and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change; and provided, further, that the Issuer shall be entitled 119 EFTA00596251

to take any action required by this Indenture within the United States of America notwithstanding any provision of this Indenture requiring the Issuer to take such action outside of the United States of America so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States of America or any political subdivision thereof in order to prevent the Issuer from becoming subject to any United States federal, state or local withholding or other taxes. (b) The Issuer and the Co-Issuer shall ensure that all corporate or other formalities regarding their respective existences (including holding regular board of directors' and shareholders', or other similar, meetings) are followed. Neither the Issuer nor the Co-Issuer shall take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, (ii) the Co-Issuer shall not have any subsidiaries, (iii) the Issuer and the Co-Issuer shall not (A) have any employees (other than their respective directors) or (B) except as contemplated by the Memorandum and Articles, engage in any transaction with any Holder of the ordinary shares of the Issuer that would constitute a conflict of interest or (C) pay distributions other than in accordance with the terms of this Indenture. Section 7.5 Protection of Collateral. (a) The Issuer will cause the taking of such action within its control as is reasonably necessary in order to maintain the perfection and priority of the security interest of the Trustee in the Collateral. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such Financing Statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Secured Parties hereunder and to: (i) Grant more effectively all or any portion of the Collateral; (ii) maintain, preserve and perfect any Grant made or to be made by this Indenture including, without limitation, the first priority nature of the lien or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations); (iv) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; (v) preserve and defend title to the Collateral and the rights therein of the Trustee and the Secured Parties in the Collateral against the claims of all Persons and parties; or 120 EFTA00596252

(vi) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral. The Issuer will apply for the registration of this Indenture in the Register of Mortgages of the Issuer at the Issuer's Registered Office in the Cayman Islands. The Issuer hereby designates the Trustee as its agent and attorney in fact to prepare, execute and file any Financing Statement, continuation statement and all other instruments, and take all other actions, required pursuant to this Section 7.5. Without limiting the foregoing, the Issuer authorizes the Trustee to file a Financing Statement that names the Issuer as debtor and the Trustee as secured party and that describes the Collateral as "all assets in which the debtor now or hereafter has rights" as the assets in which the Trustee has a Grant; provided, however, that such appointment shall not impose upon the Trustee any of the Issuer's obligations under this Section 7.5. (b) The Trustee shall not, except in accordance with Section 10.7(a), (b) or (c), 11.1 or 12.1, as applicable, remove any portion of the Collateral or transfer any such Collateral from the Account to which it is credited, or cause or permit any change in the Delivery made pursuant to Section 3.3 with respect to any Collateral, if after giving effect thereto the jurisdiction governing the perfection of the Trustee's security interest in such Collateral is different from the jurisdiction governing perfection at the time of delivery of the most recent Opinion of Counsel pursuant to Section 7.6 hereof (or, if no Opinion of Counsel has yet been delivered pursuant to Section 7.6, the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1 (iii)), unless the Trustee shall have received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. (c) The Issuer shall pay or cause to be paid taxes, if any, levied on account of the beneficial ownership by the Issuer of any Collateral. Section 7.6 Opinions as to Collateral. On or before January 30 in each calendar year, commencing in 2008, the Issuer shall furnish to the Trustee and to each Rating Agency (with a copy to the Collateral Manager) an Opinion of Counsel stating that, in the opinion of such counsel, as of the date of such opinion, the lien and security interest created by this Indenture with respect to the Collateral remains in effect, confirming the matters set forth in the Opinion of Counsel delivered on the Closing Date with regard to the perfection and priority of such security interest and stating that no further action (other than as specified in such Opinion of Counsel) needs to be taken to ensure the continued effectiveness and perfection of such lien and security interest during the succeeding year. Section 7.7 Performance of Obligations. (a) The Co-Issuers, each as to itself, shall not take any action, and will use their best efforts not to permit any action to be taken by others, that would release any Person from any of such Person's covenants or obligations under any instrument included in the Collateral if such action would have a material adverse effect on the Issuer or the Collateral, 121 EFTA00596253

except in the case of enforcement action taken with respect to any Defaulted Obligation in accordance with the provisions hereof and actions by the Collateral Manager under the Collateral Management Agreement and in conformity with this Indenture or as otherwise required hereby. (b) The Applicable Issuers may, with the prior written consent of a Majority of each Class of Notes (except that no such consent shall be necessary in the case of the Collateral Management Agreement and the Collateral Administration Agreement), contract with other Persons, including the Collateral Manager, the Trustee and the Collateral Administrator for the performance of actions and obligations to be performed by the Applicable Issuers hereunder and under the Collateral Management Agreement by such Persons. Notwithstanding any such arrangement, the Applicable Issuers shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations by such Persons shall be deemed to be performance of such actions and obligations by the Applicable Issuers; and the Applicable Issuers will punctually perform, and use their best efforts to cause the Collateral Manager, the Trustee, the Collateral Administrator and such other Person to perform, all of their obligations and agreements contained in the Collateral Management Agreement, this Indenture, the Collateral Administration Agreement or any such other agreement. The foregoing requirement that the Applicable Issuer receive the prior written consent of a Majority of each Class of Notes shall not apply to the Issuer's engagement of attorneys and other third party professional advisors in connection with the performance of its actions and obligations hereunder and under the Collateral Management Agreement and the Collateral Administration Agreement. Section 7.8 Negative Covenants. (a) The Issuer will not and, with respect to clauses (ii), (iii), (iv) and (vi), the Co-Issuer will not, in each case from and after the Closing Date: (i) sell, transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of the Collateral, except as expressly permitted by this Indenture; (ii) claim any credit on, make any deduction from, or dispute the enforceability of payment of the principal, interest or distributions payable (or any other amount) in respect of the Notes (other than amounts withheld in accordance with the Code or any applicable laws of the Cayman Islands or other applicable jurisdiction) or assert any claim against any present or future Holder, by reason of the payment of any taxes levied or assessed upon any part of the Collateral; (iii) (A) incur or assume or guarantee any indebtedness, other than the Securities and this Indenture and the transactions contemplated hereby, or (B) issue any additional securities or additional classes of securities; (iv) (A) permit the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to this 122 EFTA00596254

Indenture or the Securities, except as may be expressly permitted hereby or by the Collateral Management Agreement, (B) permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance (other than the lien of or any lien contemplated by this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the proceeds thereof, or (C) take any action that would permit the lien of this Indenture not to constitute a valid first priority security interest in the Collateral (subject, in the case of a Synthetic Security Counterparty Account, to any lien in favor of the Synthetic Security Counterparty); (v) amend the Collateral Management Agreement except pursuant to the terms thereof and Article 15 of this Indenture; (vi) dissolve or liquidate in whole or in part, except as permitted hereunder; (vii) pay any distributions other than in accordance with the Priority of Payments or as otherwise permitted hereunder; (viii) permit the formation of any subsidiaries; (ix) conduct business under any name other than its own; (x) have any employees (other than directors to the extent they are employees); (xi) enter into any agreements unless such agreements contain "limited recourse" and "non-petition" provisions, provided that the Issuer may enter into any agreements involving the purchase, sale, exchange or amendment of Collateral Obligations (other than Synthetic Securities) or Eligible Investments having customary purchase, sale, exchange or amendment terms and documented with customary documentation that do not contain such "limited recourse" and "non-petition" provisions; (xii) modify the "limited recourse" and "non-petition" provisions of existing agreements; (xiii) maintain any bank or securities accounts other than the Accounts and the Issuer's bank account in the Cayman Islands; (xiv) notwithstanding anything to the contrary contained herein, not acquire any asset, conduct any activity or take any action if the acquisition or ownership of such asset, the conduct of such activity or the taking of such action, as the case may be, would cause the Issuer to be engaged, or deemed to be engaged, in a trade or business within the United States for United States federal income tax purposes or otherwise to be subject to United States federal income tax on a net basis or income tax on a net income basis in any other jurisdiction; or 123 EFTA00596255

(xv) fail to pay any tax, assessment, charge or fee with respect to the Collateral, or fail to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the lien over the Collateral created by this Indenture. (b) The Co-Issuer will not invest any of its assets in "securities" as such term is defined in the Investment Company Act, and will keep all of its assets in Cash. Section 7.9 Statement as to Compliance. On or before January 30 in each calendar year commencing in 2008, or immediately if there has been a Default under this Indenture, the Issuer shall deliver to the Collateral Manager, the Trustee and the Administrator (to be forwarded by the Trustee, to each Noteholder making a written request therefor and each Rating Agency) an Officer's certificate of the Issuer that, having made reasonable inquiries of the Collateral Manager, and to the best of the knowledge, information and belief of the Issuer, there did not exist, as at a date not more than five days prior to the date of the certificate, nor had there existed at any time prior thereto since the date of the last certificate (if any), any Default hereunder or, if such Default did then exist or had existed, specifying the same and the nature and status thereof, including actions undertaken to remedy the same, and that the Issuer has complied with all of its obligations under this Indenture or, if such is not the case, specifying those obligations with which it has not complied. Section 7.10 Co-Issuers May Consolidate. etc., Only on Certain Terms. Neither the Issuer nor the Co-Issuer (the "Merging Entity") shall consolidate or merge with or into any other Person or transfer or convey all or substantially all of its assets to any Person, unless permitted by Cayman Islands law (in the case of the Issuer) or United States and Delaware law (in the case of the Co-Issuer) and unless: (a) the Merging Entity shall be the surviving corporation, or the Person (if other than the Merging Entity) formed by such consolidation or into which the Merging Entity is merged or to which all or substantially all of the assets of the Merging Entity are transferred (the "Successor Entity") (A) if the Merging Entity is the Issuer, shall be a company organized and existing under the laws of the Cayman Islands or such other jurisdiction approved by a Majority of the Controlling Class (provided that no such approval shall be required in connection with any such transaction undertaken solely to effect a change in the jurisdiction of incorporation pursuant to Section 7.4), and (B) in any case shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee and each Holder, the due and punctual payment of the principal of and interest or distributions on all Securities issued by the Merging Entity and the performance and observance of every covenant of this Indenture on its part to be performed or observed, all as provided herein; (b) each Rating Agency and the Collateral Manager shall have been notified in writing of such consolidation or merger and the Trustee shall have received Rating Confirmation; (c) if the Merging Entity is not the surviving corporation, the Successor Entity shall have agreed with the Trustee (i) to observe the same legal requirements for the recognition 124 EFTA00596256

of such formed or surviving corporation as a legal entity separate and apart from any of its Affiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or merge with or into any other Person or transfer or convey the Collateral or all or substantially all of its assets to any other Person except in accordance with the provisions of this Section 7.1O; (d) if the Merging Entity is not the surviving corporation, the Successor Entity shall have delivered to the Trustee and each Rating Agency (with a copy to the Collateral Manager) an Officer's certificate and an Opinion of Counsel each stating that such Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in subsection (a) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); if the Merging Entity is the Issuer, that, immediately following the event which causes such Successor Entity to become the successor to the Issuer, (i) such Successor Entity has title, free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture, to the Collateral securing all of the Notes, and (ii) the Trustee continues to have a valid perfected first priority security interest in the Collateral; and in each case as to such other matters as the Trustee or any Noteholder may reasonably require; (e) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (t) the Merging Entity shall have notified each Rating Agency of such consolidation, merger, transfer or conveyance and shall have delivered to the Trustee and each Noteholder (with a copy to the Collateral Manager) an Officer's certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and such supplemental indenture comply with this Article 7 and that all conditions precedent in this Article 7 relating to such transaction have been complied with and that no material adverse U.S. federal tax consequences will result therefrom to the Holders of the Securities (relative to the tax consequences of not affecting the merger or consolidation); (g) the Merging Entity shall have delivered to the Trustee (with a copy to the Collateral Manager) an Opinion of Counsel stating that after giving effect to such transaction, neither of the Co-Issuers (or, if applicable, the Successor Entity) or the pool of Collateral will be required to register as an investment company under the Investment Company Act; and (h) after giving effect to such transaction, the outstanding stock (which for the avoidance of doubt excludes the Income Notes) of the Merging Entity (or, if applicable, the Successor Entity) will not be beneficially owned within the meaning of the Investment Company Act by any U.S. person. 125 EFTA00596257

Section 7.11 Successor Substituted. Upon any consolidation or merger, or transfer or conveyance of all or substantially all of the assets of the Issuer or the Co-Issuer, in accordance with Section 7.10 hereof in which the Merging Entity is not the surviving corporation, the Successor Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Merging Entity under this Indenture with the same effect as if such Person had been named as the Issuer or the Co-Issuer, as the case may be, herein. In the event of any such consolidation, merger, transfer or conveyance, the Person named as the "Issuer" or the "Co-Issuer" in the first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in this Article 7 may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all the Notes and from its obligations under this Indenture. Section 7.12 No Other Business. The Issuer shall not engage in any business or activity other than issuing its ordinary shares, issuing and selling the Securities pursuant to this Indenture and acquiring, owning, holding, selling, exchanging, redeeming, pledging, contracting for the management of and otherwise dealing with Collateral Obligations and the other Collateral in connection therewith, and entering into the Collateral Administration Agreement, the Collateral Management Agreement and other agreements specifically contemplated by this Indenture and shall not engage in any activity that would cause the Issuer to be subject to U.S. federal or state income tax, and the Co-Issuer shall not engage in any business or activity other than issuing and selling the Class A Notes, Class B Notes and Class C Notes to be issued by it pursuant to this Indenture and, with respect to the Issuer and the Co-Issuer, such other activities which are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith or ancillary thereto. The Issuer and the Co-Issuer may amend, or permit the amendment of, their Memorandum of Association or Articles of Association and Certificate of Incorporation or By-laws, respectively, only with Rating Confirmation. Section 7.13 Irish Listing. So long as any Class of Securities listed on the Irish Stock Exchange is Outstanding, the Issuer shall (i) use commercially reasonable efforts to maintain the listing of such Class of Securities on the Irish Stock Exchange, (ii) notify the Irish Stock Exchange if the rating assigned to any Class of Securities has been qualified, downgraded or withdrawn; and (iii) make available for inspection at the office of the Trustee copies of their respective Articles, bylaws, and resolutions authorizing the issuance of the Securities and this Indenture. Notwithstanding the foregoing, the Issuer will not be required to maintain a listing on the Irish Stock Exchange or any other stock exchange if compliance with requirements of the European Union, a relevant member state or other government, listing authority or exchange becomes burdensome in the sole judgment of the Collateral Manager. Section 7.14 Reaffirmation of Rating; Ongoing Rating Surveillance. (a) The Co-Issuers or the Collateral Manager on their behalf will, within 20 Business Days of the Ramp-Up End Date, request each Rating Agency to confirm, within 30 126 EFTA00596258

Business Days after the Ramp-Up End Date, the ratings assigned on the Closing Date to the Senior Notes. (b) The Issuer shall pay for continuous rating surveillance by M of the Senior Notes rated by M and by Moody's of the Senior Notes rated by Moody's, so long as any of such Notes remain Outstanding and shall provide to the Excel Default Model Input File, so long as any Outstanding Notes are then rated by on the Ramp-Up End Date and pursuant to Section 10.6(a). For purposes of determining the current ratio of the Senior Notes at any time, the Issuer shall refer to the Moody's website at . The Co- Issuers shall promptly notify the Trustee and the Collateral Manager in writing (and the Trustee shall promptly provide the Holders and the Administrator with a copy of such notice) if at any time the rating of any such Class of Senior Notes has been, or is known will be, changed or withdrawn. Section 7.15 Reporting. At any time when the Co-Issuers are not subject to Section 13 or 15(d) of the Exchange Act and are not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note, the Co-Issuers shall promptly furnish or cause to be furnished "Rule 144A Information" to such Holder or beneficial owner, to a prospective purchaser of such Note designated by such Holder or to the Trustee for delivery to such Holder or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner, as the case may be, in order to permit compliance by such Holder or beneficial owner of such Note with Rule 144A under the Securities Act in connection with the resale of such Note by such Holder or beneficial owner of such Note. "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto). Section 7.16 Calculation Agent. (a) The Issuer hereby agrees that for so long as any Senior Notes remain Outstanding there will at all times be an agent appointed (which does not control or is not controlled or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates) to calculate LIBOR in respect of each Periodic Interest Accrual Period in accordance with the terms of Schedule 5 hereto (the "Calculation Agent"). The Issuer has initially appointed the Trustee as Calculation Agent. The Calculation Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine any of the information required to be published in the Daily Official List of the Irish Stock Exchange, as described in subsection (b), in respect of any Periodic Interest Accrual Period, the Issuer or the Collateral Manager, on behalf of the Issuer, will promptly appoint a replacement Calculation Agent which does not control or is not controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager or its Affiliates. For so long as any Listed Securities are listed on the Irish Stock Exchange and the rules of such exchange so require, notice of the appointment of any replacement Calculation Agent shall be published by or on behalf of the Issuer in the Daily Official List of the Irish Stock Exchange as promptly as practicable after such appointment. The Calculation Agent may not resign its duties without a successor having been duly appointed. 127 EFTA00596259

(b) The Calculation Agent shall be required to agree that, as soon as reasonably possible after 11:00 London time on each LIBOR Determination Date, but in no event later than 11:00 ■. London time on the London Business Day immediately following each LIBOR Determination Date, the Calculation Agent will cause the Note Interest Rate for each Class of Senior Notes for the related Periodic Interest Accrual Period and the Note Interest Amount for such Periodic Interest Accrual Period payable in respect of each such Class of Senior Notes (in each case, rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date to be communicated to the Co-Issuers, the Trustee, each Paying Agent, the Collateral Manager, Euroclear and Clearstream, the Holders of Notes and, so long as any Class of the Senior Notes are listed thereon, the Irish Stock Exchange. In the latter case, such information will be published by the Calculation Agent in the Daily Official List of the Irish Stock Exchange as soon as possible after its determination. The Calculation Agent shall be required to separately notify the Irish Stock Exchange of such information. The Calculation Agent will also specify to the Co-Issuers the quotations upon which the foregoing rates and amounts are based, and in any event the Calculation Agent shall notify the Co-Issuers before 5:00 ■. London time on every LIBOR Determination Date that either: (i) it has determined or is in the process of determining the Note Interest Rate and Note Interest Amount for each Class of Senior Notes; or (ii) it has not determined and is not in the process of determining any such Note Interest Rate or Note Interest Amount together with its reasons therefor. The Calculation Agent's determination of the foregoing rates and amounts for any Periodic Interest Accrual Period will (in the absence of manifest error) be final and binding upon all parties. Section 7.17 Certain Tax Matters. (a) In the absence of controlling authority to the contrary, the Issuer shall treat the Senior Notes as debt of the Issuer and the Income Notes as equity in the Issuer for U.S. federal income tax purposes. (b) The Issuer shall provide to any Holder of an Income Note, as soon as practicable after the end of each tax year of the Issuer, upon written request therefor certifying that it is such a Holder, (i) all information that a U.S. shareholder making a "qualified electing fund" election (as defined in the Code) is required to obtain for U.S. federal income tax purposes and (ii) a "PFIC Annual Information Statement" as described in Treasury Regulation Section 1.1295-1 (or any successor Internal Revenue Service release or Treasury Regulation), including all representations and statements required by such statement, and will take any other reasonable steps necessary to facilitate such election by a Holder of an Income Note. Upon written request by the Independent Accountants, the Registrar shall provide to the Independent Accountants that information contained in the Register requested by the Independent Accountants to comply with this Section. (c) The Issuer has not and will not elect to be treated as other than a corporation for U.S. federal, state or local income or franchise tax purposes and shall make any election necessary to avoid classification as a partnership or disregarded entity for U.S. federal, state or local tax purposes. (d) The Issuer will treat each purchase of Collateral Obligations as a "purchase" for tax accounting and reporting purposes. 128 EFTA00596260

(e) The Issuer and Co-Issuer shall file, or cause to be filed, any tax returns, including information tax returns, required by any governmental authority; provided, that the Issuer shall not file, or cause to be filed, any income or franchise tax return in any state of the United States unless it shall have obtained an Opinion of Counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return. (f) The Issuer will provide, upon the written request of a Holder of Income Notes certifying that it is such a Holder, any information that such Holder reasonably requests to assist such Holder with regard to any filing requirements the Holder may have as a result of the controlled foreign corporation rules under the Code. (g) The Issuer shall not (i) become the owner of any asset (A) that is treated as an equity interest in an entity that is treated as a partnership or other fiscally transparent entity for United States federal income tax purposes, or (B) the gain from the disposition of which would be subject to United States federal income or withholding tax under section 897 or section 1445, respectively, of the Code or (ii) engage in any activity that would cause the Issuer to be subject to United States federal income tax on a net income basis; provided, that the Issuer shall be entitled to receive, and shall be fully protected in relying on, an Opinion of Counsel in making each such determination. (h) If required to prevent the withholding and imposition of United States income tax, the Issuer shall deliver or cause to be delivered a United States Internal Revenue Service Form W-8BEN or applicable successor form, or such other form as may be required by the underlying documents with respect to any Collateral Obligation, to each issuer or obligor of or counterparty with respect to a Collateral Obligation at the time such Collateral Obligation is purchased or entered into by the Issuer and annually thereafter. Section 7.18 DTC and Related Actions. (a) The Issuer shall direct DTC to take the following steps in connection with the Global Securities: (i) The Issuer shall direct DTC to include the "3c7" marker in the DTC 20-character security descriptor and the 48-character additional descriptor for the Rule 144A Global Securities in order to indicate that sales are limited to Qualified Purchasers that are Qualified Institutional Buyers. (ii) The Issuer shall direct DTC to cause each physical DTC delivery order ticket delivered by DTC to purchasers to contain the 20-character security descriptor and shall direct DTC to cause each DTC delivery order ticket delivered by DTC to purchasers in electronic form to contain the "3c7" indicator and the related user manual for participants. (iii) On or prior to the Closing Date, the Issuer will instruct DTC to send the "Important Notice to DTC Participants " in substantially the form of Exhibit H hereto, to all participants. 129 EFTA00596261

(iv) The Issuer will request that DTC include the Rule 144A Global Securities in DTC's "Reference Directory" of Section 3(c)(7) offerings. (v) Upon the request of the Trustee, the Issuer shall request DTC to deliver a list of all participants holding an interest in the Rule 144A Global Securities. (b) The Issuer will from time to time request all applicable third-party vendors (including, without limitation, Bloomberg,■ to include on screens maintained by such vendors appropriate legends regarding Rule 144A, Regulation S and Section 3(c)(7) restrictions on the Global Securities. (c) The Issuer will cause each "CUSIP" or "CINS" number obtained for a Note to have an attached "fixed field" that contains "3c7" and "144A" or "Reg S" indicators, as applicable. Section 7.19 Ramp-Up Period. (a) The Issuer will use its commercially reasonable efforts to have purchased or to have entered into binding agreements to purchase, by the Ramp-Up End Date, Collateral Obligations that satisfy the Ramp-Up Period Criteria. (b) The Issuer will use its commercially reasonable efforts to have purchased or to have entered into binding agreements to purchase Collateral Obligations such that the Interim Targets are satisfied. If as of the 90th day following the Closing Date (the "Interim Report Date"), the Collateral Obligations do not satisfy any applicable Interim Target, the Collateral Manager will provide to each Rating Agency a plan as to how the Issuer will satisfy the criteria set forth in subsection (a) above, and until the Collateral Manager has received Rating Confirmation for such plan, the Issuer must, when purchasing additional Collateral Obligations, maintain or improve each Interim Target which was not satisfied as of the Interim Report Date and continue to satisfy each Interim Target that was satisfied as of such date. (c) At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Trustee shall apply amounts held in the Ramp-Up Account (and, if such amounts are insufficient, Principal Proceeds on deposit in the Collection Account) to purchase additional Collateral Obligations during the Ramp-Up Period as described in this Section. If on the Ramp- Up End Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be transferred to the Principal Collection Subaccount. (d) Within 20 Business Days after the Ramp-Up End Date, the Issuer shall provide a report to the Rating Agencies identifying the Collateral Obligations and requesting from the Rating Agencies confirmation of their respective Initial Ratings of the Senior Notes. Within 20 Business Days after the Ramp-Up End Date, the Issuer shall obtain and deliver to the Trustee and each Rating Agency an Accountants' Certificate (a) confirming the information with respect to each Collateral Obligation as of the Ramp-Up End Date provided by the Issuer, by reference to such sources as shall be specified therein; (b) confirming that as of the Ramp-Up End Date (1) the Coverage Tests were met; (2) the Collateral Obligations complied with all of 130 EFTA00596262

the requirements of the Portfolio Profile Test; and (3) the Collateral Obligations complied with all of the requirements of the Collateral Quality Test; and (c) specifying the procedures undertaken by them to review data and computations relating to the foregoing statement. ARTICLE 8 SUPPLEMENTAL INDENTURES Section 8.1 Supplemental Indentures Without Consent of Holders of Securities. (a) Without the consent of the Holders of any Securities, the Co-Issuers, when authorized by Board Resolutions and the Trustee, at any time and from time to time subject to the requirement provided below in this Section 8.1 with respect to the ratings of any Class of Senior Notes, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) evidence the succession of any Person to either of the Co-Issuers and the assumption by any such successor of the covenants of either of the Co- Issuers in the Securities and the Indenture or to change the name of either of the Co-Issuers; (ii) provide for definitive Notes as contemplated by the Indenture; (iii) add to the covenants of the Co-Issuers or the Trustee for the benefit of the Holders of the Notes; (iv) pledge any additional property to or with the Trustee; (v) evidence and provide for the acceptance of appointment by a successor trustee and to add to or change any of the provisions of the Indenture as shall be necessary to facilitate the administration of the Collateral by more than one trustee; (vi) correct or amplify the description of any property at any time subject to the lien of the Indenture; (vii) cure any ambiguity or typographical or other error, or correct any defect or inconsistency arising under the Indenture or in connection with any other transaction document or conform the Indenture to the Offering Circular; (viii) make any change required by the Irish Stock Exchange or any other stock exchange or listing authority in order to permit or maintain the listing of any Securities thereon; (ix) modify the restrictions on and procedures for resale and other transfer of any Securities, so long as any such modifications comply with the Securities Act, the Investment Company Act, ERISA and other applicable laws 131 EFTA00596263

and any additional transfer restrictions imposed are reasonably necessary to comply with such laws (or any applicable exemption therefrom); (x) accommodate the settlement of the Securities in book-entry form through facilities of a depositary or otherwise; (xi) take any action necessary or helpful to prevent the Issuer or the Trustee from becoming subject to any withholding or other taxes or assessments or to reduce the risk that the Issuer will be engaged in a United States trade or business or otherwise subject to United States federal income tax on a net income basis; (xii) prevent the Issuer from becoming an investment company or being required to register as an investment company under the Investment Company Act; (xiii) enter into, or accommodate the execution of any contract relating to, a Synthetic Security or Structured Finance Obligation (including posting collateral under a Synthetic Security); (xiv) provide for additional or modified reports to Holders of Notes, provided that any such modified report does not reduce in any material respect the content of reports required to be provided to Holders of Notes under the Indenture as of the date hereof; or (xv) amend, modify or change the Grid Test (or any related definitions); provided that in the case of this clause (xv) the Holders of at least 66 2/3% of the Class A-1 Notes (if then Outstanding) consent to such amendment, modification or change; provided that, in each case, the Collateral Manager shall have consented to such supplemental indenture pursuant to Section 8.3(b) and the Trustee shall have provided prior written notice of any such proposed supplemental indenture to each Rating Agency (with a copy to the Collateral Manager) and received Rating Confirmation for that supplemental indenture; provided, further, that the Trustee may, with the consent of the Holders of 100% of the Aggregate Principal Amount of each Class of Senior Notes affected thereby, enter into any such supplemental indenture notwithstanding any qualification, downgrade or withdrawal of the then-current ratings of any such Class of Senior Notes. (b) Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2 hereof, in the event any Rating Agency modifies the definitions or calculations relating to (i) the method of calculating any of its respective Collateral Quality Tests (a "Collateral Quality Test Modification") or (ii) any of the Coverage Tests (a "Coverage Test Modification"), in either case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation to, incorporate corresponding changes into the Indenture by an amendment thereto without the consent of the Holders of the Notes if (x)(I) in the case of a Collateral Quality Test Modification, consent is obtained from the Rating Agency that made such modification or (2) in the case of a Coverage 132 EFTA00596264

Test Modification, consent is obtained from each Rating Agency then rating the Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee and by the Trustee to the holders of the Notes (which notice may be included in the next regularly scheduled report to Noteholders). (c) Promptly after the execution by the Co-Issuers and the Trustee of any supplemental indenture pursuant to this Section 8.1, the Trustee, at the expense of the Co-Issuers, shall mail to the Holders, the Collateral Manager and each Rating Agency a copy thereof. Any failure of the Trustee to mail a copy of any supplemental indenture as provided herein, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Section 8.2 Supplemental Indentures With Consent of Holders of Notes. (a) With the consent of the Collateral Manager pursuant to Section 8.3(b) and a Majority of each Class of Notes materially adversely affected thereby, by Act of said Holders, the Trustee and the Co-Issuers may execute one or more indentures supplemental hereto to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes of such Class under this Indenture; provided, however, that notwithstanding anything in this Indenture to the contrary (including without limitation, Section 8.1), no supplemental indenture shall, without the consent of each Holder of each Outstanding Security materially and adversely affected thereby: (i) change the maturity of any Security or the principal of, or the interest on any Security or reduce the principal amount thereof or the rate of interest thereon or change the time or amount of any other amount payable in respect of any Security; (ii) reduce the percentage of the Aggregate Principal Amount of Securities, the consent of the Holders of which is required for the authorization of any supplemental indenture or for any waiver of compliance with certain provisions of the Indenture; (iii) permit the creation of any lien ranking prior to or on parity with the lien of the Indenture with respect to any part of the Collateral or terminate the lien of the Indenture except as otherwise permitted by the Indenture; (iv) reduce the percentage of the Aggregate Principal Amount of Notes the consent of the Holders of which is required to direct the Trustee to liquidate the Collateral; (v) modify any of the provisions of the Indenture with respect to supplemental indentures or waiver of Events of Default and their consequences except to increase the percentage of the Aggregate Principal Amount of Notes, the consent of the Holders of which is required for any such action or to provide that other provisions of the Indenture cannot be modified or waived without the consent of the Holders of each Outstanding Note affected thereby; 133 EFTA00596265

(vi) modify the provisions of the Priority of Payments or the definitions of the terms "Holder" or "Outstanding"; or (vii) modify any of the provisions of the Indenture in such a manner as to affect the calculation of the amount of any payment of principal of or interest on or other amount payable in respect of any Security or to affect the right of the Holders of the Notes to the benefit of any provisions for the payment of such Securities contained therein; provided that, in each case, the Trustee shall have provided prior written notice of any such proposed supplemental indenture to each Rating Agency and received Rating Confirmation for that supplemental indenture; provided, further, that the Trustee may, with the consent of the Holders of 100% of the Aggregate Principal Amount of each Class of Senior Notes affected thereby, enter into any such supplemental indenture notwithstanding any qualification, downgrade or withdrawal of the then-current ratings of any such Class of Senior Notes. (b) Not later than ten Business Days prior to the execution of any proposed supplemental indenture pursuant to this Section 8.2, for so long as any Outstanding Securities are rated by a Rating Agency, the Trustee, at the expense of the Co-Issuers, shall mail to such Rating Agency or Rating Agencies, a copy of such supplemental indenture and a written notice reciting in substance the provisions of the next following paragraph and shall (i) request such Rating Agency or Rating Agencies to determine and certify to the Trustee and the Co-Issuers whether, as a result of such supplemental indenture, such Rating Agency or Rating Agencies would cause its rating of any such Class of Notes to be reduced or withdrawn, (ii) obtain a written response to such request and (iii) if a Rating Agency indicates that such supplemental indenture would cause its rating of any Class of Senior Notes to be reduced or withdrawn, notify the consenting Noteholders of such response and afford them an opportunity to withdraw their consent. The Trustee may, consistent with the written advice of counsel, determine whether or not the Holders of Notes would be materially and adversely affected by such change. Such determination shall be conclusive and binding on all present and future Holders. The Trustee shall not be liable for any such determination made in good faith and in reliance in good faith upon an Opinion of Counsel delivered to the Trustee as described in Section 8.3 hereof. (c) It shall not be necessary for any Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Co-Issuers and the Trustee of any supplemental indenture pursuant to this Section 8.2, the Trustee, at the expense of the Co-Issuers, shall mail to the Holders, the Collateral Manager and each Rating Agency a copy thereof. Any failure of the Trustee to mail a copy of any supplemental indenture as provided herein, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 134 EFTA00596266

Section 8.3 Execution of Supplemental Indentures. (a) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3 hereof) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (b) Notwithstanding anything else in this Article 8, no supplemental indenture shall be effective without the consent of the Collateral Manager, which consent shall not be unreasonably withheld (it being understood that it shall be reasonable for the Collateral Manager to withhold its consent to any supplemental indenture that creates, supplements, modifies, limits or eliminates any provision thereof affecting the fees, duties, rights, discretion, judgment, liability, conduct, care or role of the Collateral Manager or any of the purchase or sale restrictions, Collateral Quality Tests or Coverage Tests set forth in this Indenture). Section 8.4 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article 8, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore and thereafter authenticated and delivered hereunder shall be bound thereby. Section 8.5 Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 8 may, and if required by the Trustee shall, bear a notice in a form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Applicable Issuers shall so determine, new Securities, so modified as to conform in the opinion of the Trustee and the Co-Issuers to any such supplemental indenture, may be prepared and executed by the Applicable Issuers and authenticated and delivered by the Trustee in exchange for Outstanding Securities. ARTICLE 9 REDEMPTION OF NOTES/REPURCHASE OF NOTES Section 9.1 Mandatory Redemption. (a) On any applicable Payment Date on which a Coverage Test was not met on the immediately preceding Determination Date, principal payments on the Senior Notes will be made in accordance with the Priority of Payments. (b) In the event that any Rating Agency has not confirmed in writing the rating in effect on the Closing Date of any Class of Senior Notes as of a date during the period 135 EFTA00596267

that begins on the Ramp-Up End Date and ends on and includes the 30'h Business Day following the Ramp-Up End Date, and such confirmation has still not been received as the related Determination Date, principal payments on the Senior Notes will be made on subsequent Payment Dates in accordance with the Priority of Payments pursuant to Section I I .1(a) to the extent necessary to achieve such rating confirmation. Section 9.2 Optional Redemption. (a) After the end of the Non-Call Period, or upon the occurrence and during the continuance of a Tax Event, at the direction of the Collateral Manager (with the consent of a Majority of the Income Notes) or at the direction of a Majority of the Income Notes, the Applicable Issuer shall redeem the Aggregate Principal Amount of Notes then Outstanding, in whole but not in part, at the applicable Redemption Price, on the next Payment Date following such direction (or, if such direction is received less than 45 Business Days prior to a Payment Date, on the next Payment Date thereafter) (the "Optional Redemption Date") from Principal Proceeds and all other funds available for such purpose in the Collection Account and the Payment Account on the related Determination Date. (b) Upon receipt of a notice of redemption, the Collateral Manager, on behalf of the Issuer, will direct the sale of all or part of the Collateral Obligations and other Collateral in accordance with Section 9.3 in order that the proceeds from such sale and all other funds available for such purpose in the Collection Account and the Payment Account will be at least sufficient to pay the Redemption Price on all of the Senior Notes then Outstanding and to pay all administrative and other fees and expenses payable under the Priority of Payments and ranking senior to the Income Notes (other than any Incentive Management Fee) (collectively, the "Minimum Redemption Amount"). If in the Collateral Manager's reasonable determination such proceeds of sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all Senior Notes and to pay such fees and expenses, the Notes may not be redeemed. In the event of any redemption of the Notes pursuant to this Section 9.2, the Issuer shall, at least 20 days prior to the Redemption Date (unless the Trustee shall agree to a shorter notice period), notify the Trustee and notify each Rating Agency in writing of such Redemption Date, the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Date and the applicable Redemption Price(s). Section 9.3 Redemption Procedures. (a) In the event of any redemption pursuant to Section 9.2, a notice of redemption shall be given by first class mail, postage prepaid, mailed not later than ten Business Days prior to the applicable Redemption Date, to each Holder of Notes to be redeemed, at such Holder's address in the Register and each Rating Agency. In addition, for so long as any Listed Securities are listed on the Irish Stock Exchange and so long as the rules of such exchange so require, notice of such redemption pursuant to Section 9.2 shall also be given to the Noteholders by publication in the Daily Official List of the Irish Stock Exchange. (b) All notices of redemption delivered pursuant to Section 9.3(a) shall state: 136 EFTA00596268

(i) the applicable Redemption Date; (ii) the Redemption Price of the Notes to be redeemed; (iii) that all of the Notes are to be redeemed in full and that interest on the Senior Notes shall cease to accrue on the Payment Date specified in the notice; and (iv) the place or places where Notes are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Co-Issuers to be maintained as provided in Section 7.2 and, so long as any Notes are listed on the Irish Stock Exchange, the Irish Paying and Listing Agent. The Co-Issuers shall have the option to withdraw any such notice of redemption up to the fourth Business Day prior to the scheduled Redemption Date by written notice to the Trustee and the Collateral Manager only if the Collateral Manager is unable to deliver the sale agreement or agreements or certifications (described in Section 9.3(c) and Section 12.1(e)), in form satisfactory to the Trustee. If the Co-Issuers so withdraw any notice of redemption or are otherwise unable to complete any redemption of the Notes, the Sale Proceeds received from the sale of any Collateral Obligations and other Collateral sold pursuant to this Article 9 may, during the Reinvestment Period at the Collateral Manager's discretion, be reinvested in accordance with Article 12. Notice of redemption shall be given by the Co-Issuers or, upon an Issuer Order, by the Trustee in the name and at the expense of the Co-Issuers. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption of any other Notes. (c) In the event of any redemption pursuant to Section 9.2, no Notes may be redeemed unless (i) at least ten Business Days before the scheduled Redemption Date, the Collateral Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) have a short term credit rating from of at least "A-1" and whose short term unsecured debt obligations have a credit rating from Moody's of at least "P-1" to purchase, not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Collateral Obligations at a purchase price at least equal to an amount sufficient, together with the proceeds of any Collateral Obligations and Eligible Investments maturing (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, and any other Cash (without duplication) available to be applied to the redemption, to pay the Minimum Redemption Amount, or (ii) at least 10 Business Days before the scheduled Redemption Date and prior to selling or terminating any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from such sale of Eligible Investments, and (B) for each such Collateral Obligation, the product of its Principal Balance and its Market Value (expressed as a percentage of par) and its Applicable Advance Rate, shall exceed the Minimum Redemption Amount. Any certification delivered pursuant to this Section 9.3(c) shall 137 EFTA00596269

include (1) the prices of, and expected proceeds from, the sale of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.3(c). Section 9.4 Notes Payable on Redemption Date. (a) Notice of redemption pursuant to Section 9.3 having been given as aforesaid, the Notes to be redeemed shall, on the Redemption Date, subject to Section 9.3(c) and the Co-Issuers' right to withdraw any notice of redemption pursuant to Section 9.3(b), become due and payable at the Redemption Price therein specified, and from and after the Redemption Date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) the Senior Notes shall cease to bear interest. Upon final payment on a Note to be so redeemed, the Holder shall present and surrender such Note at the place specified in the notice of redemption on or prior to such Redemption Date; provided, however, that if there is delivered to the Co-Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless and an undertaking thereafter to surrender such Note, then, in the absence of notice to the Co-Issuers or the Trustee that the applicable Note has been acquired by a protected purchaser, such final payment shall be made without presentation or surrender. Payments of interest on Senior Notes so to be redeemed payable on the Redemption Date shall be payable to the Holders of such Senior Notes, or one or more predecessor Senior Notes, registered as such at the close of business on the relevant Record Date according to the terms and provisions of Section 2.8(e). (b) If any Senior Note called for redemption shall not be paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the Redemption Date at the applicable Note Interest Rate for each successive Periodic Interest Accrual Period the Senior Note remains Outstanding; provided, that the reason for such non-payment is not the fault of such Noteholder. Section 9.5 Special Redemption. Payments in accordance with the Principal Priority of Payments under Section 11.1(a)(ii) shall be made, which may cause the Senior Notes to be redeemed, if, at any time during the Reinvestment Period, the Collateral Manager at its discretion notifies the Trustee that it has been unable, for a period of 20 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its discretion and meet the criteria set forth in Article 12 in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Principal Collection Subaccount that are to be invested in additional Collateral Obligations (a "Special Redemption"). On the first Payment Date following the Collection Period in which such notice is given (a "Special Redemption Date") the funds in the Principal Collection Subaccount representing Principal Proceeds which cannot be reinvested in additional Collateral Obligations (the "Special Redemption Amount") will be transferred to the Payment Account as Principal Proceeds pursuant to Section 10.2(a) for distribution pursuant to the Principal Priority of Payments under Section 11.1(a)(ii). To the extent the distribution of a Special Redemption Amount pursuant to the Principal Priority of Payments under Section 11.1(a)(ii) on any Special Redemption Date will cause any Senior Notes to be redeemed, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than three Business Days prior to the applicable Special Redemption Date to each Holder of Senior Notes affected thereby at such Holder's address in the Register, to the Holders 138 EFTA00596270

of Income Notes and to each Rating Agency. In addition, for so long as any Listed Notes are listed on the Irish Stock Exchange and so long as the rules of such exchange so require, notice of Special Redemption shall also be given by the Issuer or, upon Issuer Order, by the Trustee in the name and at the expense of the Co-Issuers, to Noteholders by publication in the Daily Official List of the Irish Stock Exchange. ARTICLE 10 ACCOUNTS, ACCOUNTINGS AND RELEASES Section 10.1 Collection of Cash. (a) Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all Cash and other property payable to or receivable by the Trustee pursuant to this Indenture, including all payments due on the Pledged Obligations, in accordance with the terms and conditions of such Pledged Obligations. The Trustee shall segregate and hold all such Cash and property received by it in trust for the Secured Parties, as the case may be, and shall apply it as provided in this Indenture. (b) The Trustee shall establish each Account as provided herein. Any Account may include any number of subaccounts deemed necessary or appropriate by the Trustee for convenience in administering the Accounts. Each Account shall be deemed to be a Securities Account (as defined in Section 8-501 of the UCC). Except as otherwise expressly provided herein, the Trustee will be exclusively entitled to exercise the rights that comprise each Financial Asset held in each Account. Each party hereto hereby agrees to cause the Securities Intermediary to agree with the parties hereto that (x) the Cash and other property is to be treated as a Financial Asset under Article 8 of the UCC and (y) the "securities intermediary's jurisdiction" (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New York. In no event may any financial asset held in any Account be registered in the name of, payable to the order of, or specially indorsed to, the Issuer unless such Financial Asset has also been indorsed in blank or to the Securities Intermediary that holds such Financial Asset in such Account. (c) Each Account shall at all times be at an institution with a combined capital and surplus in excess of $200,000,000 and which is rated at least "Baa2" by Moody's and at least "BBB" by.; and if rated "Baa2" by Moody's, is not on credit watch for possible downgrade by Moody's. (d) Except as otherwise expressly provided herein, the Trustee shall have no obligation to invest or reinvest any funds held in any accounts under this Article 10 in the absence of timely written direction and shall not be liable for the selection of investments or for investment losses incurred thereon. Section 10.2 Collection Account: Custodial Account. (a) Collection Account. 139 EFTA00596271

(i) The Trustee shall, on or prior to the Closing Date, establish a single segregated trust account which shall be designated as the "Collection Account". In addition, the Trustee shall establish two segregated subaccounts of the Collection Account, designated as the "Interest Collection Subaccount" and the "Principal Collection Subaccount". (ii) The Trustee shall from time to time deposit (A) all Principal Proceeds into the Principal Collection Subaccount and (B) all Interest Proceeds into the Interest Collection Subaccount. (iii) The Issuer may, but under no circumstances shall be required to, deposit or cause to be deposited from time to time such Cash in the Collection Account as it deems, in its sole discretion, to be advisable and by notice to the Trustee may designate that such Cash are to be treated as Principal Proceeds or Interest Proceeds hereunder at its discretion. All Cash deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral and shall be applied to the purposes herein provided. (iv) All distributions, any deposit pursuant to Section I0.2(a)(iii) and any net proceeds from the sale or other disposition of a Collateral Obligation or Equity Security received by the Trustee shall be promptly deposited into the applicable Collection Account subject to Sections 10.2(a)(i) and (ii). (v) Subject to Sections 10.2(a)(vii) and 10.2(a)(viii), all amounts deposited in the Collection Account, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, shall be held by the Trustee in the Collection Account as part of the Collateral subject to disbursement and withdrawal as provided in this Section 10.2. By Issuer Order executed by an Authorized Officer of the Collateral Manager (which may be in the form of standing instructions), the Issuer shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Account during a Collection Period, and amounts received in prior Collection Periods and retained in the Collection Account, as so directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, within one Business Day after receipt of any distribution or other proceeds which are not Cash, shall so notify the Issuer, and the Issuer shall, within five Business Days of receipt of such notice from the Trustee, sell such Distribution or other proceeds for Cash in an arm's length transaction to a Person which is not an Affiliate of the Issuer or the Collateral Manager and deposit the proceeds thereof in the Collection Account for investment pursuant to this Section 10.2; provided that the Issuer need not sell such distributions or other proceeds if it delivers an Officer's Certificate to the Trustee certifying that such distributions and other proceeds constitute Collateral Obligations or Eligible Investments. 140 EFTA00596272

(vi) If, prior to the occurrence of an Event of Default, the Issuer shall not have given any investment directions pursuant to Section 10.2(a)(v), the Trustee shall seek instructions from the Collateral Manager within three Business Days after transfer of such funds to the Collection Account. If the Trustee does not thereupon receive written instructions from the Collateral Manager within five Business Days after transfer of such funds to the Collection Account, it shall invest and reinvest the funds held in the Collection Account, as fully as practicable, but only in one or more Eligible Investments of the type described in clause (vi) of the definition thereof maturing no later than the Business Day immediately preceding the next Payment Date. After the occurrence of an Event of Default, the Trustee shall invest and reinvest such Cash as fully as practicable in Eligible Investments of the type described in clause (vi) of the definition thereof maturing not later than the earlier of (i) 30 days after the date of such investment and (ii) the Business Day immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited in the Interest Collection Subaccount, any gain realized from such investments shall be credited to the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Trustee shall not in any way be held liable by reason of any insufficiency of the Collection Account resulting from any loss relating to any such investment. (vii) During the Reinvestment Period and, to the extent permitted hereunder, thereafter, the Collateral Manager, acting as agent on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, invest Principal Proceeds (and Interest Proceeds to the limited extent described in Section 12.2) and, if applicable, funds on deposit in the Ramp-Up Account pursuant to Section 7.19 in Collateral Obligations as permitted under and in accordance with the requirements of Article 12 and such Issuer Order. (viii) The Trustee shall transfer to the Payment Account for application pursuant to the Priority of Payments and in accordance with the calculations and the instruction contained in the applicable Payment Date Report, on or prior to the Business Day prior to each Payment Date, amounts constituting Interest Proceeds and Principal Proceeds for such Payment Date; except that, to the extent that the Principal Proceeds for such Payment Date are in excess of the amounts required to be applied pursuant to the Priority of Payments on the next Payment Date as shown in the applicable Payment Date Report, the Issuer may direct the Trustee to retain such excess amounts in the Principal Collection Subaccount for investment in Eligible Investments and not to transfer such excess amounts to the Payment Account. (ix) The Issuer may, at any time during or after the Reinvestment Period, upon the direction of the Collateral Manager, by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, pay from amounts on deposit in the Collection Account on any Business Day during any Periodic Interest Accrual Period any amount required to exercise a warrant held in 141 EFTA00596273

the Collateral in accordance with the requirements of Article 12 and such Issuer Order. (b) Custodial Account. The Trustee shall, on or prior to the Closing Date, establish a segregated trust account which shall be designated as the "Custodial Account", into which the Trustee shall from time to time deposit Collateral. All Collateral deposited from time to time in the Custodial Account pursuant to this Indenture shall be held in trust by the Trustee and shall be applied to the purposes provided herein. (c) Application of Interest Proceeds on other than Payment Dates. The Trustee shall, at the direction of the Collateral Manager, acting as agent on behalf of the Issuer, apply Interest Proceeds on dates other than Payment Dates (i) to pay Administrative Expenses of the Co-Issuers (provided that the amount so applied during any Collection Period shall not exceed the applicable Expense Cap Amount for the following Payment Date), and (ii) to pay the accrued interest portion of the purchase price of any Collateral Obligations in accordance with Article 12. Section 10.3 Payment Account. The Trustee shall, on or prior to the Closing Date, establish a segregated trust account which shall be designated as the "Payment Account". Cash shall be deposited into the Payment Account pursuant to Section 10.2(a)(viii) hereof. Cash on deposit in the Payment Account shall be applied strictly in accordance with the Priority of Payments. Cash on deposit in the Payment Account shall remain uninvested. The Co-Issuers shall not have any legal, equitable or beneficial interest in the Payment Account other than to the extent of any distributions therefrom in accordance with the Priority of Payments. Section 10.4 Expense Reserve Account. (a) The Trustee shall, on or prior to the Closing Date, establish a segregated trust account which shall be designated as the "Expense Reserve Account" and shall on the Closing Date deposit therein an amount equal to $10,397,500 (the "Expense Reserve"). (b) By Issuer Order executed by an Authorized Officer of the Collateral Manager, acting as agent on behalf of the Issuer (which may be in the form of standing instructions), the Issuer shall direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall invest any unused amounts constituting the Expense Reserve as directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the next Payment Date. All interest and other income from such investments shall be deposited into the Interest Collection Subaccount, any gain realized from such investments shall be credited to the Interest Collection Subaccount, and any loss resulting from such investments shall be charged to the Interest Collection Subaccount. (c) By Issuer Order executed by an Authorized Officer of the Collateral Manager, acting as agent on behalf of the Issuer, the Issuer shall direct the Trustee to and upon receipt of such Issuer Order, the Trustee shall apply amounts in the Expense Reserve Account to pay any expenses of the issuance of the Securities which were not paid on the Closing Date. 142 EFTA00596274

(d) On the Determination Date relating to the first Payment Date, the Trustee shall transfer all remaining funds in the Expense Reserve Account to the Collection Account as Interest Proceeds and/or Principal Proceeds (in the respective amounts directed by the Collateral Manager in its discretion). The Expense Reserve Account will thereupon be closed. (e) Closing Date. No funds shall be deposited in the Expense Reserve Account after the Section 10.5 Revolving Reserve Account; Ramp-Up Account; Synthetic Security Counterparty Accounts: Synthetic Security Issuer Accounts. (a) Revolving Reserve Account. (i) The Trustee shall, on or prior to the Closing Date, establish a segregated trust account which shall be designated as the "Revolving Reserve Account". (ii) By Issuer Order executed by an Authorized Officer of the Collateral Manager, acting as agent on behalf of the Issuer (which may be in the form of standing instructions), the Issuer shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Revolving Reserve Account in Eligible Investments which mature or are redeemable at par on the next Business Day, as so directed. All interest and other income from such investments shall be deposited in the Interest Collection Subaccount. Any gain realized from such investments shall be credited to, to the extent constituting Principal Proceeds, the Principal Collection Subaccount, and to the extent constituting Interest Proceeds, the Interest Collection Subaccount, and any loss resulting from such investments shall be charged, to the extent constituting Principal Proceeds, to the Principal Collection Subaccount, and to the extent constituting Interest Proceeds, to the Interest Collection Subaccount. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Revolving Reserve Account shall be pursuant to this Section 10.5(a). The required deposits into the Revolving Reserve Account are as follows: (A) Upon the purchase of any Collateral Obligation that is a Revolving Loan, funds from the appropriate Collection Account (or the Ramp-Up Account) shall be deposited upon Issuer Order, and at all times funds shall be maintained, in the Revolving Reserve Account in an amount at least equal to the Aggregate Unfunded Amount. Upon any such purchase, the funds required to be deposited into the Revolving Reserve Account shall be treated as part of the purchase price for the related Collateral Obligation. (B) In accordance with an Issuer Order all payments in respect of principal payable under any Revolving Loan received by the Trustee shall be deposited within two Business Days into the Revolving Reserve Account, subject to clause (iii) below. 143 EFTA00596275

(C) At the request of the Collateral Manager the Trustee shall notify the Collateral Manager of the amount of funds on deposit in the Revolving Reserve Account on any Business Day. On any Business Day on which the amount of funds on deposit in the Revolving Reserve Account is less than the Aggregate Unfunded Amount, the Trustee shall, upon Issuer Order, executed by an Authorized Officer of the Collateral Manager, acting as agent on behalf of the Issuer, withdraw funds from the Principal Collection Subaccount specified in such Issuer Order, and deposit such funds into the Revolving Reserve Account such that the amount of funds on deposit will at least equal the Aggregate Unfunded Amount. The Collateral Manager shall be required, on behalf of the Issuer, to monitor the amount of funds on deposit in the Revolving Reserve Account and to instruct the Trustee to deposit additional amounts in the Revolving Reserve Account in accordance with the preceding sentence. (iii) If on any date, the amount of funds on deposit in the Revolving Reserve Account is greater than the Aggregate Unfunded Amount for any reason, including, without limitation, as a result of the Issuer's unfunded commitment under any Revolving Loan maturing, terminating or being reduced in accordance with the terms of any such Revolving Loan, the Trustee shall, upon Issuer Order, withdraw the excess funds and deposit such funds into the Principal Collection Subaccount as specified in such Issuer Order. (iv) The Collateral Manager may, by delivery of an Issuer Order, direct the Trustee and, upon receipt of such Issuer Order, the Trustee shall, withdraw from the Revolving Reserve Account the amount directed in such Issuer Order in order to (i) fund any drawdowns or funding on Revolving Loans or (ii) fund any Optional Redemption pursuant to Section 9.2. (b) Ramp-Up Account. On or prior to the Closing Date, the Trustee shall establish a segregated trust account designated as the "Ramp-Up Account". The Trustee shall deposit into the Ramp-Up Account on the Closing Date the amount specified in Section 3.1(xiv). In connection with any purchase of an additional Collateral Obligation during the Ramp-Up Period, the Trustee upon Issuer Order will apply amounts held in the Ramp-Up Account as provided by Section 7.19. By Issuer Order executed by an Authorized Officer of the Collateral Manager, acting as agent on behalf of the Issuer (which may be in the form of standing instructions), the Issuer shall direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall invest any unused amounts in the Ramp-Up Account as directed in Eligible Investments having stated maturities no later than the Business Day immediately preceding the scheduled Ramp-Up End Date. All interest and other income from such investments shall be deposited in the Interest Collection Subaccount; any gain or loss realized from such investments shall be credited or charged to the Principal Collection Subaccount, to the extent constituting Principal Proceeds, or to the Interest Collection Subaccount, to the extent constituting Interest Proceeds. On the Ramp-Up End Date, amounts on deposit in the Ramp-Up Account shall be transferred to the Principal Collection Subaccount. (c) Synthetic Security Counterparty Accounts. 144 EFTA00596276

(i) For each Synthetic Security that may require the Issuer to secure its obligations to the Synthetic Security Counterparty, the Trustee shall establish a segregated trust account which shall be designated as a "Synthetic Security Counterparty Account" for the benefit of the related Synthetic Security Counterparty. (ii) As directed by the Collateral Manager, acting as agent on behalf of the Issuer, the Trustee shall withdraw from the Principal Collection Subaccount or Ramp-Up Account, if applicable, and deposit into each Synthetic Security Counterparty Account the amount required to secure the obligations of the Issuer in accordance with the terms of the related Synthetic Security. The Collateral Manager shall direct any such deposit only during the Reinvestment Period and only to the extent that Cash are available for the purchase of Collateral Obligations in accordance with the terms of this Indenture. In accordance with the terms of the applicable Synthetic Security and related account control and security agreement, amounts credited to a Synthetic Security Counterparty Account shall be invested in Eligible Investments. Except for investment earnings, the Issuer shall not have any legal, equitable or beneficial interest in any of the Synthetic Security Counterparty Accounts other than in accordance with this Indenture, the applicable Synthetic Security and applicable law. (iii) Upon the occurrence of a credit event or an event of default or termination event under the terms of the related Synthetic Security, amounts and property credited to a Synthetic Security Counterparty Account shall be withdrawn at the direction of the Synthetic Security Counterparty under the terms of the Synthetic Security or by the Trustee upon Issuer Order, as applicable under the terms of the Synthetic Security, and applied to the payment of any amounts payable by the Issuer to the related Synthetic Security Counterparty in accordance with the terms of such Synthetic Security. To the extent that the Issuer is entitled to receive interest on Eligible Investments credited to a Synthetic Security Counterparty Account, the Collateral Manager, acting as agent on behalf of the Issuer, shall direct the Trustee to deposit such amounts upon receipt in the Interest Collection Subaccount. Except for interest on Eligible Investments credited to a Synthetic Security Counterparty Account pursuant to the preceding paragraph, funds and other property credited to a Synthetic Security Counterparty Account shall not be considered to be Collateral for purposes of any Collateral Quality Tests or the Coverage Tests, but the Synthetic Security that relates to such Synthetic Security Counterparty Account shall be considered Collateral for purposes of such tests. (iv) After payment of all amounts owing by the Issuer to a Synthetic Security Counterparty in accordance with the terms of the related Synthetic Security or a default by the Synthetic Security Counterparty which entitles the Issuer to terminate its obligations with respect to such Synthetic Security Counterparty, the Collateral Manager, acting as agent on behalf of the Issuer, shall direct the Trustee to withdraw all funds and other property credited to the Synthetic Security Counterparty Accounts and deposit such amounts to the Principal Collection Subaccount (in the case of Cash and Eligible Investments) or 145 EFTA00596277

the Custodial Account (in the case of Collateral Obligations and other financial assets) for application in accordance with the Priority of Payments. (d) Synthetic Security Issuer Accounts. (i) If and to the extent that any Synthetic Security requires the Synthetic Security Counterparty (a "Pledgor Counterparty") to secure its obligations to the Issuer with respect to such Synthetic Security, the Trustee shall, on or prior to the date such Synthetic Security is entered into, establish a segregated trust account which shall be designated as a "Synthetic Security Issuer Account". The Trustee shall deposit into each Synthetic Security Issuer Account collateral received from the Pledgor Counterparty to secure its obligations to the Issuer in accordance with the terms of such Synthetic Security. A Pledgor Counterparty shall not have any right to withdraw money from a Synthetic Security Issuer Account except as provided herein or in the terms of the Synthetic Security. (ii) As directed by the Collateral Manager in writing, acting as agent on behalf of the Issuer, in accordance with the applicable Synthetic Security, amounts on deposit in a Synthetic Security Issuer Account shall be invested in Eligible Investments. Income received on amounts on deposit in each Synthetic Security Issuer Account shall be withdrawn from such account and, to the extent required by the Synthetic Security, released to the applicable Pledgor Counterparty and otherwise retained in the Synthetic Security Issuer Account. (iii) Upon the occurrence of (A) a credit event or (B) the designation of an "early termination date," "scheduled termination date" or "termination date" (or substantially similar terms) under the applicable Synthetic Security, amounts contained in the related Synthetic Security Issuer Account shall be applied by the Trustee, as directed by the Collateral Manager, acting as agent on behalf of the Issuer, in accordance with the terms of the Synthetic Security, to pay any amounts then due the Issuer. Any excess amounts held in a Synthetic Security Issuer Account, after payment of all amounts owing from the Pledgor Counterparty to the Issuer in accordance with the terms of the Synthetic Security shall be withdrawn from such Synthetic Security Issuer Account and released to the Pledgor Counterparty in accordance with the terms of the Synthetic Security. (iv) Amounts contained in any Synthetic Security Issuer Account shall not be considered to be an asset of the Issuer for purposes of any of the Collateral Quality Tests or the Coverage Tests, but the Synthetic Security which relates to such Synthetic Security Issuer Account shall be so considered an asset of the Issuer. Section 10.6 Accountings. (a) Monthly. On the 20th day of each month (or, if such day is not a Business Day on the immediately following Business Day) except March, June, September and December, commencing in April 2007 (each, a "Monthly Report Date") the Issuer shall compile and 146 EFTA00596278

provide or make available (at the election of the Issuer, in electronic form) to each Rating Agency, the Trustee, the Collateral Manager, the Irish Paying and Listing Agent (so long as any Listed Securities are listed on the Irish Stock Exchange), any Noteholder (and upon written request to the Trustee by a beneficial owner of a Note, to such beneficial owner) and any third- party the Holder of a Class A-1 Note designates in writing pursuant to a notice in the form of Exhibit I to receive such report, a monthly report (each a "Monthly Report"). The Monthly Report shall contain the following information with respect to the Collateral Obligations and Eligible Investments included in the Collateral, determined as of the seventh Business Day prior to the Monthly Report Date (the "Monthly Report Determination Date"): (i) the Aggregate Principal Balance of all Collateral Obligations and Equity Securities and, with respect to any Revolving Loans, the principal balance of both the funded and unfunded portions shall be reported; (ii) the Principal Balance of all Eligible Investments and Cash in each of the Accounts; (iii) the nature, source and amount of any proceeds in the Collection Account and its subaccounts, in each case received since the date of determination of the last Monthly Report; (iv) the ir acipal balance, annual interest rate, Maturity Date, issuer, Moody's Rating, Rating, and industry and industry code of each Collateral Obligation and Eligible Investment purchased with funds from the Collection Account and, with respect to any Caa Obligation or CCC Obligation, whether such obligation would also qualify as a Defaulted Obligation, Current Pay Obligation, Deferring PIK Obligation or a Deep Discount Collateral Obligation; (v) the identity of any Collateral Obligations that were released for sale or other disposition (indicating whether such Collateral Obligation is a Defaulted Obligation, Equity Security or Credit Risk Obligation or other basis of sale or disposition (in each case, as reported in writing to the Issuer by the Collateral Manager in accordance with the Management Agreement)) or Granted to the Trustee since the date of determination of the last Monthly Report, together with the sale price of each such Collateral Obligation released for sale; (vi) the identity of each Collateral Obligation which (x) became a Defaulted Obligation since the date of determination of the last Monthly Report and (y) which has a Moody's Rating of "Caa 1 " or below; (vii) the Aggregate Principal Balance of all Defaulted Obligations and Current Pay Obligations then outstanding, and the Market Value of each Defaulted Obligation and Current Pay Obligation; (viii) the identity of each Collateral Obligation for which the Market Value is being determined based on the Collateral Manager's estimate in accordance with the definition of "Market Value"; 147 EFTA00596279

(ix) a calculation in reasonable detail necessary to determine compliance with each criterion of the Portfolio Profile Test and the levels required for each such criterion pursuant to this Indenture; (x) a calculation in reasonable detail necessary to determine compliance with each Coverage Test and the levels required for each such test pursuant to this Indenture; (xi) a calculation in reasonable detail necessary to determine compliance with each test or criterion of the Collateral Quality Test (other than the CDO Monitor Test) and the levels required for each such test pursuant to this Indenture; and (xii) the Break-Even Default Rate and the Scenario Default Rate for each Class of Senior Notes and the result of the CDO Monitor calculations and CDO Monitor Test results, including a statement as to whether or not the CDO Monitor Test was satisfied, to the extent they are available; provided that the III CDO Monitor is operational and accessible by the Collateral Manager. In addition, with each Monthly Report (or, in the months where no Monthly Report is given, on the Business Da rior to the Payment Date), the Issuer shall cause to be promptly delivered electronically to the Excel Default Model Input File (provided that the specific parameters identified by have been delivered to the Issuer and are limited to the scope herein stated). Upon receipt of each Monthly Report, the Trustee shall compare the information contained in such Monthly Report to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer, the Collateral Administrator and the Collateral Manager if the information contained in the Monthly Report does not conform to the information maintained by the Trustee with respect to the Collateral. In the event that any discrepancy exists, the Trustee and the Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days cause the Independent accountants appointed by the Issuer pursuant to Section 10.8 to review such Monthly Report and the Trustee's records to determine the cause of such discrepancy. If such review reveals an error in the Monthly Report or the Trustee's records, the Monthly Report or the Trustee's records shall be revised accordingly and, as so revised, shall be utilized in making all calculations pursuant to this Indenture and notice of any error in the Monthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report. (b) Payment Date Accounting. The Issuer shall render an accounting (each a "Payment Date Report"), determined as of the close of business on each Determination Date preceding a Payment Date (such accounting to be reviewed in advance by the Collateral Manager as set forth in the Collateral Administration Agreement), and shall deliver or make available (including in electronic form) such Payment Date Report to the Trustee, the Collateral Manager, the Irish Stock Exchange, the Irish Paying and Listing Agent (so long as any Senior Notes are listed on the Irish Stock Exchange), each Rating Agency, any Noteholder (and upon written 148 EFTA00596280

request to the Trustee by a beneficial owner of a Note, to such beneficial owner) and any third- party designated by the Holder of a Class A-1 Note pursuant to a notice in the form of Exhibit I not later than the related Payment Date. The Payment Date Report shall contain the following information: (i) (A) the Aggregate Principal Amount of the Notes of each Class, including as a percentage of the original Aggregate Principal Amount of the Notes of such Class on the first day of the immediately preceding Periodic Interest Accrual Period and (B) the amount of principal payments to be made on the Notes of each Class on the related Payment Date; (ii) the Interest Amounts, if any, to be paid on the related Payment Date in the aggregate and separately for each Class of Senior Notes; (iii) the Administrative Expenses payable on the next Payment Date on an itemized basis; (iv) for each subaccount of the Collection Account: (A) the amount on deposit in such subaccount at the end of the related Periodic Interest Accrual Period; (B) the amounts payable from such subaccount pursuant to the Priority of Payments on the next Payment Date; and (C) the amount remaining in such subaccount immediately after all payments and deposits to be made on such Payment Date; (v) the information required under Section I0.6(a) for such Determination Date; (vi) the Note Interest Rate for each Class of Notes, in each case for the Periodic Interest Accrual Period preceding the next Payment Date; and (vii) the amounts expected to be distributed from the Payment Account on the related Payment Date to the Holders of the Income Notes. Each Payment Date Report shall constitute instructions to the Trustee to withdraw on the related Payment Date from the Payment Account and pay or transfer amounts set forth in such report in the manner specified therein. The Payment Date Report shall state that it is for informational purposes only; that certain information included in the report is estimated, approximated or projected; and that the report is provided without any representations or warranties as to accuracy or completeness and none of the Issuer, the Co-Issuer, the Collateral Administrator, the Trustee or the Collateral Manager shall have any liability for or arising out of the use of such estimates, approximations or projections. 149 EFTA00596281

(c) Failure to Provide Accounting. If the Trustee shall not have received any accounting provided for in this Section 10.6 on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee shall use all reasonable efforts to cause such accounting to be made by the applicable Payment Date. To the extent the Trustee is required to provide any information or reports pursuant to this Section 10.6 as a result of the failure of the Issuer to provide such information or reports, the Trustee shall be entitled to retain an Independent certified public accountant in connection therewith and the reasonable costs incurred by the Trustee for such Independent certified public accountant shall be payable by the Issuer in accordance with the Priority of Payments. (d) Required Content of Certain Reports. Each Monthly Report and each Payment Date Report sent to any Holder or beneficial owner of an interest in a Security shall contain, or be accompanied by, the following notices: The Notes may be beneficially owned only by Persons that (a)(i) are not U.S. persons (within the meaning of Regulation S under the United States Securities Act of 1933, as amended) or (ii) are U.S. persons that are also (x) qualified purchasers for purposes of Section 3(c)(7) of the Investment Company Act of 1940 and (y) either (I) in the case of any interest in a Senior Note, qualified institutional buyers within the meaning of Rule 144A under the Securities Act or (2) in the case of any Income Note only, Accredited Investors (as defined in the Indenture) and (b) can make the representations set forth in Section 2.6 of the Indenture or the appropriate Exhibit to the Indenture. Beneficial ownership interests in the Securities may be transferred only to a Person that meets the qualifications set forth in clause (a) of the preceding sentence and that can make the representations referred to in clause (b) of the preceding sentence. The Issuer has the right to compel any beneficial owner of an interest in the Notes that does not meet the qualifications set forth in such clauses to sell its interest in such Notes, or may sell such interest on behalf of such owner, pursuant to Section 2.12 of the Indenture. Each Holder receiving this report agrees to keep all non-public information herein confidential, provided that any Holder may provide such information on a confidential basis to any prospective purchaser of such Holder's Notes. (e) Irish Stock Exchange. So long as any Class of Securities is listed on the Irish Stock Exchange: (i) the Trustee will communicate to the Irish Paying Agent the Aggregate Principal Amount of each such Class following each Payment Date and inform the Irish Paying Agent if any such Class did not receive scheduled payments of principal or interest on such Payment Date; (ii) the Trustee will inform the Irish Paying Agent if the Ratings assigned to such Notes are reduced or withdrawn and such information will be published by Irish Paying Agent in the Daily Official List of the Irish Stock Exchange; and (iii) the Trustee will inform the Irish Paying Agent, in advance, of the Note Interest Rate for each such Class, as well as the exact date of the following Payment Date. 150 EFTA00596282

(f) The Trustee shall supply, in a timely fashion, to the Co-Issuers and the Collateral Manager any information regularly maintained by the Trustee that the Co-Issuers or the Collateral Manager may from time to time request with respect to the Pledged Obligations, the Accounts, the other Collateral and provide any other requested information reasonably available to the Trustee by reason of its acting as Trustee hereunder and required to be provided by Section 10.6 or to permit the Collateral Manager to perform its obligations under the Collateral Management Agreement or the Collateral Administration Agreement. The Trustee shall promptly forward to the Collateral Manager copies of notices and other writings received by it from the issuer of any Collateral Obligation or from any Clearing Agency with respect to any Collateral Obligation which notices or writings advise the Holders of such security of any rights that the Holders might have with respect thereto (including, without limitation, requests to vote with respect to amendments or waivers and notices of prepayments and redemptions) as well as all periodic financial reports received from such issuer and Clearing Agencies with respect to such issuer. (g) The Monthly Reports and the Payment Date Reports shall be made available to the Persons entitled to such reports via the Trustee's website. The Trustee's website shall initially be located at " ". Assistance in using the website can be obtained by calling the Trustee's customer service desk at telephone no. (301) 815-6600. Persons who are unable to use the above distribution option are entitled to have a paper copy mailed to them via first class mail by calling the Trustee's customer service desk. The Trustee shall have the right to change the method such reports are distributed in order to make such distribution more convenient and/or more accessible to the Persons entitled to such reports, and the Trustee shall provide timely notification (in any event, not less than 30 days) to all such Persons. Section 10.7 Release of Collateral. (a) If no Event of Default has occurred and is continuing, the Issuer may, by Issuer Order executed by an Authorized Officer of the Collateral Manager, acting as agent on behalf of the Issuer, delivered to the Trustee at least two Business Days prior to the settlement date for any sale of a Pledged Obligation certifying that the sale of such Pledged Obligation is being made in accordance with Section 12.1 hereof and such sale complies with all applicable requirements of Section 12.1, direct the Trustee to release or cause to be released such Pledged Obligation and, upon receipt of such Issuer Order, the Trustee shall deliver any such Pledged Obligation, if a security in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or, if such Pledged Obligation is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Collateral Manager in such Issuer Order; provided, however, that the Trustee may deliver any such Pledged Obligation in physical form for examination in accordance with street delivery custom. (b) If no Event of Default has occurred and is continuing and subject to Article 12 hereof, the Trustee shall upon an Issuer Order (i) deliver any Pledged Obligation which is set for any mandatory call or redemption or payment in full to the appropriate paying agent on or before the date set for such call, redemption or payment, in each case against receipt of the call or redemption price or payment in full thereof and (ii) provide notice thereof to the Collateral Manager. 151 EFTA00596283

(c) Upon receiving actual notice of any Offer (as defined below), the Trustee on behalf of the Issuer shall notify the Collateral Manager of any Collateral Obligation that is subject to a tender offer, voluntary redemption, exchange offer, conversion or other similar action (an "Offer"). Unless the Notes have been accelerated following an Event of Default, the Collateral Manager may direct the Trustee to accept or participate in or decline or refuse to participate in such Offer and, in the case of acceptance or participation, to release from the lien of this Indenture such Collateral Obligation in accordance with the terms of the Offer against receipt of payment therefor. Without limiting the foregoing, the Issuer may, at the direction of the Collateral Manager, exchange a Collateral Obligation for another Collateral Obligation in an exchange of one security for another security of the same issuer that has substantially identical terms except transfer restrictions. (d) As provided in Section 10.2(a), the Trustee shall deposit any proceeds received by it from the disposition of a Pledged Obligation in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of additional Collateral Obligations or Eligible Investments as permitted under and in accordance with the requirements of this Article 10 and Article 12. (e) The Trustee shall, upon receipt of an Issuer Order at such time as there are no Notes Outstanding and all obligations of the Co-Issuers hereunder have been satisfied, release any remaining Collateral from the lien of this Indenture. Section 10.8 Independent Accountants. (a) On or prior to the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture (the "Independent Accountants"). Upon any resignation by such firm, the Issuer shall promptly appoint by Issuer Order delivered to the Trustee, the Collateral Manager, and each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall fail to approve a successor within 10 days thereafter, the Trustee shall be entitled to appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent Accountants and any successor shall be payable by the Issuer as Administrative Expenses. (b) On or before January 30 in each year beginning in 2008, the Issuer shall cause to be delivered to the Trustee and the Collateral Manager a certificate from the Independent Accountants indicating (i) that such firm has reviewed the Payment Date Reports for the Payment Dates during the preceding calendar year, (ii) that the calculations within such Payment Date Reports have been performed in accordance with the applicable provisions of this Indenture and (iii) the procedures undertaken by such accountants to perform such calculations. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Issuer (or the Collateral Manager on its behalf) shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter agreement in conclusive reliance upon the direction of the Issuer (or the Collateral Manager), and the Trustee makes no 152 EFTA00596284

independent inquiry or investigation as to, and shall have no obligation or liability in respect of the sufficiency, validity or correctness of such procedures. Section 10.9 Reports to Rating Agencies. In addition to the information and reports specifically required to be provided to each Rating Agency pursuant to the terms of this Indenture (including pursuant to Section 6.2), the Issuer shall provide each Rating Agency with (i) written notice of any amendment, modification, termination or assignment or any material breach, of this Indenture, the Collateral Management Agreement or the Collateral Administration Agreement and of the resignation, termination or removal of any party thereto, (ii) a copy of any notice received from the Collateral Manager of any event constituting "cause" for the removal of the Collateral Manager under the Collateral Management Agreement, promptly following receipt of such notice, (iii) copies of all other notices and reports sent to the Trustee hereunder and (iv) such additional information as any Rating Agency may from time to time reasonably request. In addition, the Issuer shall provide Moody's with information relating to any amendment or restructuring with respect to DIP Loans. Notwithstanding anything to contrary in this Indenture each Monthly Report, valuation report and all other reports and notices required to be sent to will be sent to the e- mail address specified in 14.3. Notwithstanding the foregoing, if notice is required pursuant hereto and pursuant to other provisions in this Indenture, the Collateral Management Agreement or the Collateral Administration Agreement, such other provisions shall govern. ARTICLE 11 APPLICATION OF MONIES Section 11.1 Disbursements of Cash from Payment Account. (a) Notwithstanding any other provision in this Indenture, but subject to the other subsections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred to the Payment Account from the Collection Account pursuant to Section 10.2 as follows and for application by the Trustee in accordance with the following priorities (the "Priority of Payments"). (i) On each Payment Date, Interest Proceeds transferred from the Interest Collection Subaccount to the Payment Account shall be applied in the following order of priority (the "Interest Priority of Payments"): (A) to the payment of any accrued and unpaid Administrative Expenses (in the order set forth in the definition thereof) up to the Expense Cap Amount; 153 EFTA00596285

(B) to the payment to the Collateral Manager of the Senior Management Fee (and any accrued and unpaid Senior Management Fee from any prior Payment Date); (C) to the Holders of Class A-1 Notes, the Class A-I Interest Amount; (D) to the Holders of Class A-2 Notes, the Class A-2 Interest Amount; (E) for any applicable Payment Date following the Ramp-Up End Date, if any Class A Notes are then Outstanding and if either of the Class A Coverage Tests is not satisfied as of the related Determination Date, to make payments on the Class A Notes in accordance with the Note Payment Sequence to the extent necessary to cause both such tests to be satisfied as of the related Determination Date; (F) to the Holders of Class B Notes, the Class B Interest Amount (excluding, for the avoidance of doubt, any Deferred Interest); (G) for any applicable Payment Date following the Ramp-Up End Date, if any Class A Notes or Class B Notes are then Outstanding and if either of the Class B Coverage Tests is not satisfied as of the related Determination Date, to make payments on the Class A Notes and the Class B Notes in accordance with the Note Payment Sequence to the extent necessary to cause both such tests to be satisfied as of the related Determination Date; (H) to the Holders of the Class B Notes, all accrued and unpaid Deferred Interest with respect to the Class B Notes; (I) to the Holders of the Class C Notes, the Class C Interest Amount (excluding, for the avoidance of doubt, any Deferred Interest); (J) for any applicable Payment Date following the Ramp-Up End Date, if any Class A Notes, Class B Notes or Class C Notes are then Outstanding and if either of the Class C Coverage Tests is not satisfied as of the related Determination Date, to make payments on the Class A Notes, the Class B Notes and the Class C Notes in accordance with the Note Payment Sequence to the extent necessary to cause both such tests to be satisfied as of the related Determination Date; (K) to the Holders of the Class C Notes, all accrued and unpaid Deferred Interest with respect to the Class C Notes; (L) to the Holders of the Class D Notes, the Class D Interest Amount (excluding, for the avoidance of doubt, any Deferred Interest); 154 EFTA00596286

(M) following the Ramp-Up End Date, if any of the Senior Notes are then Outstanding and if either of the Class D Coverage Tests is not satisfied as of the related Determination Date and (i) if the Class A Coverage Tests, Class B Coverage Tests and Class C Coverage Tests were satisfied without giving effect to payments pursuant to clauses (E), (G) and (J) above, to the payment of accrued and unpaid Deferred Interest with respect to the Class D Notes, and then to redeem the Class D Notes or (ii) otherwise, to make payments in accordance with the Note Payment Sequence, in the case of either (i) or (ii) to the extent necessary to cause both Class D Coverage Tests to be satisfied as of such Determination Date; (N) to the Holders of the Class D Notes, all accrued and unpaid Deferred Interest with respect to the Class D Notes; (O) in the event that either Rating Agency has not confirmed in writing its rating in effect on the Closing Date on each Class of Senior Notes on or prior to the 30th Business Day after the Ramp-Up End Date (and has not provided such confirmation on or prior to the Determination Date related to the current Payment Date), to make payments in accordance with the Note Payment Sequence until each such rating is confirmed; (P) during the Reinvestment Period, if the Class D Overcollateralization Ratio is less than 102.4% as of the related Determination Date, to the Collection Account for the purchase of additional Collateral Obligations an amount equal to 50% of the remaining Interest Proceeds; (Q) to the payment to the Collateral Manager of the Subordinate Management Fee (and any accrued and unpaid or deferred Subordinate Management Fee from any prior Payment Date); (R) to the payment of any accrued and unpaid Administrative Expenses (in the order set forth in the definition thereof) to the extent not paid pursuant to clause (A) above; (S) to the Holders of the Income Notes until the Incentive Management Fee IRR Threshold has been met; m to the payment to the Collateral Manager of 20% of the remaining Interest Proceeds as an Incentive Management Fee; and (U) the remainder to the Holders of the Income Notes. (ii) On each Payment Date, Principal Proceeds transferred from the Principal Collection Subaccount to the Payment Account shall be applied in the following order of priority (the "Principal Priority of Payments"): 155 EFTA00596287

(A) to the payment of amounts referred to in clauses (A)—(L) of the Interest Priority of Payments (in the order set forth therein), to the extent not paid pursuant to the Interest Priority of Payments; (B) following the Ramp-up End Date, if any of the Senior Notes are then Outstanding and if either of the Class D Coverage Tests is not satisfied as of the related Determination Date, to make payments in accordance with the Note Payment Sequence, to the extent necessary to cause both Class D Coverage Tests to be satisfied as of such Determination Date; (C) to the Holders of the Class D Notes, all accrued and unpaid Deferred Interest with respect to the Class D Notes, to the extent not paid pursuant to the Interest Priority of Payments; (D) in the event that either Rating Agency has not confirmed in writing its rating in effect on the Closing Date on each Class of Senior Notes on or prior to the 3Oth Business Day after the Ramp-Up End Date (and has not provided such confirmation on or prior to the Determination Date related to the current Payment Date), to make payments in accordance with the Note Payment Sequence until each such rating is confirmed; (E) (1) during the Reinvestment Period, (A) all amounts, other than any Special Redemption Amount, to the Collection Account for investment in Eligible Investments pending reinvestment in additional Collateral Obligations at a later date and for reinvestment in additional Collateral Obligations subject to the criteria set forth in Article 12 herein and (B) any Special Redemption Amount, to make payments in accordance with the Note Payment Sequence; and (2) after the Reinvestment Period, (A) any remaining Principal Proceeds that are Unscheduled Principal Payments or Sale Proceeds of Credit Risk Obligations eligible to be reinvested, to the Collection Account for investment in Eligible Investments pending reinvestment in additional Collateral Obligations at a later date and for reinvestment in additional Collateral Obligations subject to the criteria set forth in Article 12 herein, and (B) all other amounts, (I) to make payments in accordance with the Note Payment Sequence and then (II) an amount of remaining Principal Proceeds specified by the Collateral Manager to the exercise of warrants pursuant to and in accordance with Section 12.2(f); (F) to the payment to the Collateral Manager of the accrued but unpaid Subordinate Management Fee (and any accrued and unpaid or deferred Subordinate Management Fee from any prior Payment Date), but only to the extent not paid in full pursuant to the Interest Priority of Payments; 156 EFTA00596288

(G) to the payment of Administrative Expenses referred to in clause (R) of the Interest Priority of Payments, but in each case only to the extent not paid in full thereunder; (H) to the Holders of the Income Notes until the Incentive Management Fee IRR Threshold has been met; (I) to the payment to the Collateral Manager of 20% of the remaining Principal Proceeds as an Incentive Management Fee; and (I) the remainder to the Holders of Income Notes. (b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Trustee shall make the disbursements called for in the order and according to the priority set forth under Section 11.1(a) above, subject to Section 13.1, to the extent funds are available therefor. (c) In connection with the application of funds to pay Administrative Expenses of the Issuer or the Co-Issuer, as the case may be, in accordance with Section 11.1(a)(i) and Section 11.1(a)(ii), the Trustee shall remit such funds, to the extent available, to the Issuer or the Co-Issuer, as the case may be, as directed and designated in an Issuer Order (which may be in the form of standing instructions) delivered to the Trustee no later than the Payment Date. (d) Unless otherwise provided herein, the calculation of any Coverage Test on any Determination Date pursuant to any clause of the Priority of Payments and any other determination to be made within the Priority of Payments shall be made giving effect to all payments to be made on the Payment Date immediately following such Determination Date pursuant to all subclauses of the Priority of Payments prior to the clause at which the Coverage Test is applied or which requires the determination. In addition, no Principal Proceeds will be used to pay a subordinated Class on a Payment Date if, after giving effect to such payment, any Coverage Test of a more senior Class of Notes is failing on such Payment Date or would fail as a result of such application of the Principal Proceeds on such Payment Date. All payments made pursuant to the Interest Priority of Payments on any Payment Date will be deemed to be made prior to all payments, if any, to be made on such Payment Date pursuant to the Principal Priority of Payments. Payments with respect to any Class of Notes will be made to all Holders of Notes of such Class on a pro rata basis based on each Holder's holding of such Notes. ARTICLE 12 SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS Section 12.1 Sales of Collateral Obligations. (a) Except as otherwise expressly permitted or required by this Indenture, the Issuer shall not sell or otherwise dispose of any Collateral Obligation. Subject to satisfaction of all applicable conditions in Section 10.7, and so long as (A) no Event of Default has occurred 157 EFTA00596289

and is continuing and (B) each of the conditions applicable to such sale set forth in this Article 12 has been satisfied, the Collateral Manager, on behalf of the Issuer, may direct the Trustee in writing to sell (or, as set forth below, shall direct the Trustee to sell), and the Trustee shall sell in the manner directed by the Collateral Manager, any Collateral Obligation, Equity Security or other asset, if such sale meets any one of the following requirements: (i) The Collateral Manager may direct the Trustee to sell any Credit Risk Obligation, Defaulted Obligation, Credit Improved Obligation, Equity Security or Current Pay Obligation at any time without restriction; (ii) The Collateral Manager shall use reasonable efforts to sell any Collateral Obligation that was, as of the time of its purchase, ineligible to be held by the Issuer within 10 days of determining that it was so ineligible; (iii) During the Reinvestment Period, the Issuer may direct the Trustee to sell any Collateral Obligation (other than a Credit Risk Obligation, Defaulted Obligation, Credit Improved Obligation, Current Pay Obligation or Equity Security) if the following conditions are satisfied: (A) The Aggregate Principal Balance of all such Collateral Obligations sold pursuant to this provision in any calendar year may not exceed 25% of the Collateral Principal Amount as of the beginning of such year; (B) As of the date of such sale, the Collateral Manager reasonably believes that it will be able, within 30 days of such sale, to cause the Trustee to purchase additional Collateral Obligations with the proceeds of such sales that have an Aggregate Principal Balance at least equal to the Principal Balance of such Collateral Obligation sold; and (C) The ratings by Moody's on any Class A Notes are not one or more rating subcategories, and the ratings by Moody's on any other Class of Senior Notes are not two or more rating subcategories, in each case below the applicable ratings thereof in effect as of the Closing Date or withdrawn by Moody's (unless a Majority of each Class of Senior Notes has agreed to waive this clause (C)). (b) Notwithstanding anything to the contrary herein, the Collateral Manager shall use commercially reasonable efforts to sell any asset of the Issuer that is Margin Stock or a Margin Loan within 30 days of the later of (i) the Issuer's acquisition of such asset and (ii) such asset's becoming Margin Stock or a Margin Loan. (c) After the Issuer has notified the Trustee of an Optional Redemption in accordance with Section 9.2, the Collateral Manager, acting as agent, on behalf of the Issuer, shall direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Collateral Manager (acting as agent on behalf of the Issuer) in writing, any Collateral Obligation subject to the procedures set forth in Section 9.3, without regard to the foregoing limitations in Section I2.1(a) and (b). 158 EFTA00596290

(d) On or prior to the date that is fifteen Business Days prior to the Maturity Date, the Collateral Manager (acting as agent on behalf of the Issuer) shall sell all Collateral Obligations to the extent necessary such that no Collateral Obligations will be held by the Issuer on or after such date. The settlement dates for any such sales of Collateral Obligations shall be no later than one Business Day prior to the Maturity Date. Section 12.2 Purchase of Additional Collateral Obligations. (a) During the Ramp-Up Period, the Collateral Manager may instruct the Trustee to invest amounts in the Ramp-Up Account and Principal Proceeds in Collateral Obligations; provided that no Event of Default has occurred and is continuing and subject to Section 12.3. (b) On any date after the Ramp-Up Period and during the Reinvestment Period, provided that no Event of Default has occurred and is continuing and subject to Section 12.3, the Collateral Manager may direct the Trustee to invest available Principal Proceeds (together with Interest Proceeds pursuant to Section 11.1(a)(i)(P) and accrued interest received with respect to any Collateral Obligation to the extent used to pay for accrued interest on a Collateral Obligation) in additional Collateral Obligations if the following conditions are satisfied: (i) after giving effect to such purchase, the Collateral Quality Test, Portfolio Profile Test and Coverage Tests will be satisfied (or, if any test or criterion therein is not satisfied, such test or criterion will be maintained or improved); provided, that in the case of additional Collateral Obligations purchased with Sale Proceeds or any Principal Proceeds of a Defaulted Obligation, each Coverage Test must be satisfied immediately before and immediately following such purchase; (ii) in the case of additional Collateral Obligations purchased with Sale Proceeds of a Credit Risk Obligation or Defaulted Obligation, the Aggregate Principal Balance of such additional Collateral Obligations is at least equal to such Sale Proceeds; and (iii) in the case of additional Collateral Obligations purchased with Sale Proceeds of a Credit Improved Obligation, the Aggregate Principal Balance of such additional Collateral Obligations is at least equal to the Principal Balance of such sold Collateral Obligation. (c) On any date following the Reinvestment Period, provided that no Event of Default has occurred and is continuing and subject to Section 12.3, the Collateral Manager may direct the Trustee to invest available Unscheduled Principal Payments and Sale Proceeds from the sale of Credit Risk Obligations in additional Collateral Obligations if the following conditions are satisfied: (i) such Unscheduled Principal Payments and Sale Proceeds are reinvested by the end of the Collection Period following the Collection Period in which such amounts were received; 159 EFTA00596291

(ii) after giving effect to such purchase, the Portfolio Profile Test will be satisfied (or, if any test or criterion therein is not satisfied, such test or criterion will be maintained or improved); (iii) the Class D Overcollateralization Test is satisfied immediately following such purchase; (iv) the Collateral Quality Test will be satisfied after giving effect to such purchase (or, if any test or criterion therein is not satisfied, such test or criterion will be maintained or improved); provided that the Weighted Average Rating and Weighted Average Life Test components of the Collateral Quality Test must be satisfied after giving effect to such purchase and that if the CDO Monitor Test was satisfied prior to such purchase, it must continue to be satisfied thereafter; (v) the Aggregate Principal Balance of Caa Collateral Obligations does not exceed 7.5% of the Collateral Principal Amount; (vi) in the case of reinvestment of Sale Proceeds, the. Rating of each additional Collateral Obligation purchased therewith is not lower than the Rating of the Collateral Obligation sold; and (vii) the ratings by Moody's on any Class A Notes are not one or more rating subcategories, and the ratings by Moody's on any other Class of Senior Notes are not two or more rating subcategories, in each case below the applicable ratings thereof in effect as of the Closing Date or withdrawn by Moody's (unless a Majority of each Class of Senior Notes has agreed to waive this clause (vii)). (d) Pending investment in Collateral Obligations, Sale Proceeds shall be held in the Principal Collection Subaccount and invested in Eligible Investments, as provided herein. (e) If the Issuer has previously entered into a commitment to acquire an obligation or security in order to be acquired for inclusion in the Collateral Obligations, then the Issuer need not comply with any of the criteria set forth in this Section 12.2 on the date of such acquisition if the Issuer complied with each of such criteria on the date on which the Issuer entered into such commitment. (f) The Issuer may, at any time during or after the Reinvestment Period, upon the direction of the Collateral Manager, direct the Trustee to pay from available amounts on deposit in the Collection Account any amount required to exercise a warrant held in the Collateral; provided that (i) the total aggregate exercise price of warrants that may be exercised shall not exceed U.S. $20,000,000, (ii) prior to exercise, the Collateral Manager must reasonably determine that the warrant's inherent value exceeds the exercise price of such warrant and (iii) after the exercise of any warrant the Collateral Manager shall use commercially reasonable efforts to cause the Issuer to direct the Trustee to sell all of the related Equity Securities within 3 Business Days. 160 EFTA00596292

Section 12.3 Certain Restrictions. (a) Any sale or purchase by the Issuer of a Collateral Obligation or Eligible Investment shall be conducted on an arm's length basis. A purchase or sale may be effected with the Collateral Manager or a person Affiliated with the Collateral Manager or any fund or account for which the Collateral Manager or an Affiliate of the Collateral Manager acts as investment adviser only in accordance with the terms of the Collateral Management Agreement. (b) Notwithstanding anything to the contrary herein, the Issuer will not purchase or acquire (whether as part of a "unit" with a Collateral Obligation, in exchange for a Collateral Obligation or otherwise) any asset that constitutes an equity interest for U.S. federal income tax purposes unless such asset is issued by an entity that is treated as a corporation that is not a United States real property holding corporation as defined in Section 897(c)(2) of the Code for U.S. federal income tax purposes. (c) Synthetic Securities will not be used as a means of making future advances to a Synthetic Security Counterparty. (d) The Issuer and the Collateral Manager, in acting on behalf of the Issuer, will comply with all restrictions contained in Schedule A to the Collateral Management Agreement. ARTICLE 13 NOTEHOLDERS' RELATIONS Section 13.1 Subordination. (a) Anything in this Indenture or the Notes to the contrary notwithstanding, the Holders of each Class of Notes that constitute a Junior Class agree for the benefit of the Holders of the Notes of each Priority Class with respect to such Junior Class that such Junior Class shall be subordinate and junior to the Notes of each such Priority Class to the extent and in the manner set forth in this Indenture. If any Event of Default has not been cured or waived and acceleration occurs in accordance with Article 5, including as a result of an Event of Default specified in Section 5.1(f) or (g), each Priority Class shall be paid in full in Cash before any further payment or distribution is made on account of any Junior Class with respect thereto. The Holders of each Class agree not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for failure to pay to them amounts due to such Class or hereunder until the payment in full of all Notes and not before one year and a day, or if longer, the applicable preference period then in effect, has elapsed since such payment. (b) In the event that, notwithstanding the provisions of this Indenture, any Holder of Notes of any Junior Class shall have received any payment or distribution in respect of such Notes contrary to the provisions of this Indenture, then, unless and until each Priority Class with respect thereto shall have been paid in full in Cash in accordance with this Indenture, such payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the Trustee, which shall pay and deliver the same to the Holders of the applicable Priority Class(es) in accordance with this Indenture; provided, however, that, if 161 EFTA00596293

any such payment or distribution is made other than in Cash, it shall be held by the Trustee as part of the Collateral and subject in all respects to the provisions of this Indenture, including this Section 13.1. (c) Each Holder of Notes of any Junior Class agrees with all Holders of the applicable Priority Classes that such Holder of Junior Class Notes shall not demand, accept, or receive any payment or distribution in respect of such Notes in violation of the provisions of this Indenture including, without limitation, this Section 13.1; provided, however, that after a Priority Class has been paid in full, the Holders of the related Junior Class or Classes shall be fully subrogated to the rights of the Holders of such Priority Class. Nothing in this Section 13.1 shall affect the obligation of the Issuer to pay Holders of any Junior Class of Notes. Section 13.2 Standard of Conduct. In exercising any of its or their voting rights, rights to direct and consent or any other rights as a Holder under this Indenture, a Holder or Holders shall not have any obligation or duty to any Person or to consider or take into account the interests of any Person and shall not be liable to any Person for any action taken by it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits or adversely affects any Holder, the Issuer, or any other Person, except for any liability to which such Holder may be subject to the extent the same results from such Holder's taking or directing an action, or failing to take or direct an action, in bad faith or in violation of the express terms of this Indenture. ARTICLE 14 MISCELLANEOUS Section 14.1 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Officer of the Issuer, the Co-Issuer or the Collateral Manager may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or should know that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Officer of the Issuer, Co-Issuer or the Collateral Manager or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Co-Issuer, the Collateral Manager or any other Person, stating that the information with respect to such factual matters is in the possession of the Issuer, the Co-Issuer, the Collateral Manager or such other Person, unless such Officer of the Issuer, Co-Issuer or the Collateral Manager or such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. 162 EFTA00596294

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture it is provided that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent to the taking of any action by the Trustee at the request or direction of either Co-Issuer, then notwithstanding that the satisfaction of such condition is a condition precedent to such Co-Issuer's right to make such request or direction, the Trustee shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such Default or Event of Default as provided in Section 6.1(d). Section 14.2 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Co-Issuers, if made in the manner provided in this Section 14.2. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee deems sufficient. (c) The principal amount and registered numbers of Notes held by any Person, and the date of his holding the same, shall be proved by the Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder (and any transferee thereof) of such Note and of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Co- Issuers in reliance thereon, whether or not notation of such action is made upon such Note. 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. (a) Any request, demand, authorization, direction, order, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (i) the Trustee shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt 163 EFTA00596295

requested, hand delivered, sent by overnight courier service guaranteeing next da delivery or by facsimile in legible form, to the Trustee addressed to it at M. Box 98, Columbia, Maryland 21046, Attention: CDO Trust Services—Clear Lake CLO, Ltd., with a copy to its Corporate Trust Office, facsimile No. (410) 715-3748 Attention: CDO Trust Services—Clear Lake CLO, Ltd., or at any other address previously furnished in writing to the other parties hereto by the Trustee; (ii) the Co-Issuers shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Issuer addressed to it at do Walkers SPV Limited, at Walker House, 87 Mary Street, Grand Cayman, KY1-9002, Cayman Islands, British West Indies, facsimile no. (345) 945-4757, Attention: The Directors, or to the Co-Issuer addressed to it at do Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware, 19808, Attention: Donald J. Puglisi, or at any other address previously furnished in writing to the other parties hereto by the Issuer or the Co-Issuer, as the case may be, with a copy to the Collateral Manager at its address below; (iii) the Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at 11100 Santa Monica Boulevard, 11th Floor, Los Angeles, CA 90025, Attention: Mark Senkpiel, or at any other address previously furnished in writing to the other parties hereto; (iv) Citigroup Global Markets Inc. shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, addressed to Citigroup Global Markets Inc., 390 Greenwich Street, 4th Floor, New York, NY 10013, Facsimile Number: 212-723-8671, Attention: Managing Director, Global Portfolio Solutions, or at any other address previously furnished in writing to the Co-Issuers, the Collateral Manager and the Trustee by an Officer of Citigroup Global Markets Inc.; (v) the Rating Agencies shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service to each Rating Agency addressed to it at Moody's Investors Service, Inc., 99 Church Street, N Attention: CBO/CLO Monitoring or by email to Standard & Poor's, 55 Water Street, 4151 Floor, New York, New York 10041-0003 or by facsimile in legible form to facsimile no. (212 438-2665 Attention: Asset Backed-CBO/CLO Surveillance or by e-mail to (and, with respect to information regarding Synthetic Securities by facsimile in legible form to facsimile no. 212 438-2655. Attention: Analytical Coordinator and by e- mail to 164 EFTA00596296

(vi) the Administrator shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible form, to the Administrator addressed to it at Walkers SPV Limited, at Walker House, 87 Mary Street, Grand Cayman, KY1-9002, Cayman Islands, British West Indies; and (vii) the Irish Paying and Listing Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible form, to the Irish Paying and Listing Agent addressed to it at 3 George's Dock, Dublin 1, Ireland, or at any other address previously furnished in writing to the other parties hereto by the Irish Paying and Listing Agent. (b) In the event that any provision in this Indenture calls for any notice or document to be delivered simultaneously to the Trustee and any other person or entity, the Trustee's receipt of such notice or document shall entitle the Trustee to assume that such notice or document was delivered to such other person or entity unless otherwise expressly specified herein. Section 14.4 Notices to Holders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, (a) such notice shall be sufficiently given to Holders if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Register, not earlier than the earliest date and not later than the latest date, prescribed for the giving of such notice; and (b) such notice shall be in the English language. Such notices will be deemed to have been given on the date of such mailing. Notwithstanding clause (a) above, a Holder may give the Trustee a written notice that it is requesting that notices to it be given by facsimile transmissions and stating the facsimile number for such transmission. Thereafter, the Trustee shall give notices to such Holder by facsimile transmission• provided that if such notice also requests that notices be given by mail, then such notice shall also be given by mail in accordance with clause (a) above. The Trustee will deliver to the Holders any information or notice relating to the Indenture requested to be so delivered by at least 25% of the Holders of any Class of Notes (by Aggregate Principal Amount), at the expense of the Issuer. Neither the failure to mail any notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. In case by reason of the suspension of regular mail service as a result of a strike, work stoppage or 165 EFTA00596297

similar activity or by reason of any other cause it shall be impracticable to give such notice by mail of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then such notification to Holders as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. So long as any Securities are listed on the Irish Stock Exchange and the rules of such exchange so require, all notices to Holders of such Securities shall be published by the Irish Paying Agent in the Daily Official List of the Irish Stock Exchange. Section 14.5 Effect of Headings and Table of Contents. The Article and Section headings herein (including those used in cross references herein) and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 14.6 Successors and Assigns. All covenants and agreements in this Indenture by the Co-Issuers shall bind their respective successors and assigns, whether so expressed or not. Section 14.7 Separability. Except to the extent prohibited by applicable law, in case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 14.8 Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Holders of Securities and the Secured Parties, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 14.9 Intentionally Omitted Section 14.10 Governing Law. THIS INDENTURE AND EACH SECURITY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN. 166 EFTA00596298

Section 14.11 Submission to Jurisdiction. The Co-Issuers hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Securities or this Indenture, and the Co- Issuers hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The Co-Issuers hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Co-Issuers irrevocably consent to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process to it at the office of the Co-Issuers' agent set forth in Section 14.12. The Co-Issuers agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Section 14.12 Process Agents. The Issuer shall designate and appoint Corporation Service Company as its agent (the "Process Agent") in New York for service of all process. The Process Agent may be served in any legal suit, action or Proceeding arising with respect to this Indenture or the Securities or the transactions contemplated hereby or thereby, such service being hereby acknowledged to be effective and binding service in every respect. The Co-Issuer shall designate and appoint Corporation Service Company as its agent in New York for service of all process. The Process Agent may be served in any legal suit, action or Proceeding arising with respect to this Indenture or the Securities or the transactions contemplated hereby or thereby, such service being hereby acknowledged to be effective and binding service in every respect. Section 14.13 Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Section 14.14 Acts of Issuer. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or performed by the Issuer shall be effective if given or performed by the Issuer or by the Collateral Manager on the Issuer's behalf. ARTICLE 15 ASSIGNMENT OF CERTAIN AGREEMENTS Section 15.1 Assignment of Collateral Management Agreement. (a) The Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includes all of the Issuer's estate, right, title and interest in, to and under 167 EFTA00596299

the Collateral Management Agreement, including (i) the right to give all notices, consents and releases thereunder, (ii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Collateral Manager thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided, however, that notwithstanding anything herein to the contrary, the Trustee shall not have the authority to exercise any of the rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or waived. (b) The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Issuer under the provisions of the Collateral Management Agreement, nor shall any of the obligations contained in the Collateral Management Agreement be imposed on the Trustee. (c) Upon the retirement of the Notes, the payment of all amounts required to be paid pursuant to the Priority of Payments and the release of the Collateral from the lien of this Indenture, this assignment and all rights herein assigned to the Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of the Trustee in, to and under the Collateral Management Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion. (d) The Issuer represents that the Issuer has not executed any other assignment of the Collateral Management Agreement. (e) The Issuer agrees that this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer will, from time to time upon the request of the Trustee, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as the Trustee may reasonably specify. (t) The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral Manager in the Collateral Management Agreement, to the following: (i) The Collateral Manager consents to the provisions of this assignment and agrees to perform any provisions of this Indenture applicable to the Collateral Manager subject to the terms of the Collateral Management Agreement. (ii) The Collateral Manager acknowledges that the Issuer is assigning all of its right, title and interest in, to and under the Collateral Management Agreement to the Trustee for the benefit of the Noteholders. (iii) The Collateral Manager shall deliver to the Trustee duplicate original copies of all notices, statements, communications and instruments 168 EFTA00596300

delivered or required to be delivered to the Issuer pursuant to the Collateral Management Agreement. (iv) Neither the Issuer nor the Collateral Manager will enter into any agreement amending or modifying the Collateral Management Agreement (other than in respect of an amendment or modification of the type that may be made to this Indenture without the consent of the Holder of any Note; provided that Rating Confirmation has been received for such amendment) without (i) the consent of a Majority of each Class of Notes entitled to vote or the percentage sufficient to meet the Noteholder requirements for such amendment if it were made to this Indenture, whichever is greater and (ii) receipt of Rating Confirmation therefor. Notwithstanding the foregoing, the parties to the Collateral Management Agreement, without the consent of any Holders, may amend any provision of the Collateral Management Agreement to reflect a change that is (i) of an inconsequential nature, (ii) clarifying any ambiguity, defect or inconsistency in the Collateral Management Agreement in a manner that is not adverse to the Issuer or the Holders or that solely conforms the provisions of the Collateral Management Agreement to the description thereof in the final Offering Circular relating to the Notes; provided that, if any Class of Senior Notes is then Outstanding, the Issuer has received Rating Confirmation for such amendment. Neither the Issuer nor the Collateral Manager will select or consent to a successor manager under the Collateral Management Agreement without notifying each Rating Agency. (v) Except as otherwise set forth herein and therein (including pursuant to Section 11 of the Collateral Management Agreement), the Collateral Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement notwithstanding that the Collateral Manager shall not have received amounts due it under the Collateral Management Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments set forth under Section 11.1. The Collateral Manager agrees not to cause the filing of a petition in bankruptcy against the Co-Issuers for the nonpayment of the fees or other amounts payable by the Co-Issuers to the Collateral Manager under the Collateral Management Agreement until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. [Signature page follows.] 169 EFTA00596301

IN WITNESS WHEREOF, we have set our hands as of the date first written above. EXECUTED AS A DEED BY CLEAR LAKE CLO, LTD., as Issuer By: Name: Title: In the presence of: Witness: Name: CLEAR LAKE CLO, CORP., as Co-Issuer By: Name: Title: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Name: Title: EFTA00596302

Schedule I List of Collateral Obligations EFTA00596303

Schedule 2 Moody's Industry Classification Group List Aerospace and Defense Automobile Banking Beverage, Food and Tobacco Buildings and Real Estate Chemicals, Plastics and Rubber Containers, Packaging and Glass Personal and Non-Durable Consumer Products (Manufacturing Only) Diversified/Conglomerate Manufacturing Diversified/Conglomerate Service Diversified Natural Resources, Precious Metals and Minerals Ecological Electronics Finance Farming and Agriculture Grocery Healthcare, Education and Childcare Home and Office Furnishings, Housewares and Durable Consumer Products Hotels, Motels, Inns and Gaming Insurance Leisure, Amusement, Motion Pictures, Entertainment Machinery (Non-Agriculture, Non-Construction and Non-Electronic) Mining, Steel, Iron and Non-Precious Metals Oil and Gas Personal, Food and Miscellaneous Services Printing and Publishing Cargo Transport Retail Store Telecommunications Textiles and Leather Personal Transportation Utilities Broadcasting and Entertainment EFTA00596304

Schedule 3 Industry Classifications 0 Zero Default Risk 32 Oil & gas I Aerospace & Defense 33 Publishing 2 Air transport 34 Rail industries 3 Automotive 35 Retailers (except food & drug) 4 Beverage & Tobacco 36 Steel 5 Radio & Television 37 Surface transport 6 Brokers, Dealers & Investment houses 38 Telecommunications 7 Building & Development 39 Utilities 8 Business equipment & services 40 Reserve 9 Cable & satellite television 41 Reserve 10 Chemicals & plastics 42 Reserve 11 Clothing/textiles 43 Reserve 12 Conglomerates 44 Reserve 13 Containers & glass products 45 Reserve 14 Cosmetics/toiletries 46 Reserve 15 Drugs 47 Reserve 16 Ecological services & equipment 48 Reserve 17 Electronics/electrical 49 Project Finance 18 Equipment leasing 50 CDO 19 Farming/agriculture 51 ABS Consumer 20 Financial intermediaries 52 ABS Commercial 21 Food/drug retailers 53 CMBS Diversified (Conduit and CTL) 22 Food products CMBS (Large Loan, Single Borrower, and 23 Food service 54 Single Property) 24 Forest products 55 REITs and REOCs 25 Health care 56 RMBS A 26 Home furnishings 57 RMBS B&C, HELs, HELOCs, and Tax Lien 27 Lodging & casinos 58 Manufactured Housing 28 Industrial equipment 59 U.S. Agency (Explicitly Guaranteed) 29 Insurance 60 Monoline/FER Guaranteed 30 Leisure goods/activities/movies 61 Non-FER Company Guaranteed 31 Nonferrous metals/minerals 62 FFELP Student Loans (Over 70% FFELP) EFTA00596305

Schedule 4 Diversity Score Calculation The Diversity Score is the sum of each of the Industry Diversity Scores and is calculated as follows: (i) For the purposes of the calculation of the Diversity Score, all affiliates of each obligor shall be treated as a single obligor together with such obligor, except otherwise with respect to which Rating Confirmation has been received. (ii) The "Industry Diversity Score" is calculated as follows: (a) An "Issuer Par Amount" is calculated for each issuer represented in the Collateral Obligations (other than the issuers of Defaulted Obligations) by summing the par amounts of all Collateral Obligations in the Collateral owned by the Issuer, issued by that issuer; provided that in calculating the Issuer Par Amount for each issuer, affiliated issuers will be considered to be a single issuer to the extent provided in the definition of "Average Par Amount." (b) An "Average Par Amount" is calculated by summing the Issuer Par Amounts and ra il gi such amount al the sum of the number of issuers of Collateral Obligations (other than the issuers of Defaulted Obligations); provided that all affiliated issuers will be considered one issuer except to the extent provided below. (c) An "Equivalent Unit Score" is calculated for each issuer (other than the issuers of Defaulted Obligations) as the lesser of (A) one and (B) the Issuer Par Amount for such issuer divided lay the Average Par Amount. (d) An "Aggregate Industry Equivalent Unit Score" (as defined in the definition of the "Diversity Score" herein) is then calculated for each of the Moody's industrial classification groups, by summing the Equivalent Unit Scores for each issuer (other than the issuers of Defaulted Obligations) in each such Moody's industrial classification group. (e) An "Industry Diversity Score" is then established by reference to the Diversity Score Table shown below for the related Aggregate Industry Equivalent Unit Score; provided that if any Aggregate Industry Equivalent Unit Score falls between any two such scores then the applicable Industry Diversity Score will be the lower of the two Industry Diversity Scores in the Diversity Score Table. (iii) In the event Moody's modifies Moody's industrial classification groups, the Collateral Manager may elect to have each Collateral Obligation reallocated among such modified Moody's industrial classification groups for purposes of determining the Industry Diversity Score and the Diversity Score; provided that the Collateral Manager shall have provided written notice of such election to Moody's. For purposes of the Diversity Score, a Synthetic Security shall be included as a Collateral Obligation having the characteristics of the related Reference Obligation and not that of the Synthetic Security, and the issuer of such related Reference Obligation shall be deemed to be the related Reference Entity. EFTA00596306

Aggregate Equivalent Unit Score "Diversity Score Table': Industry Aggregate Industry Diversity Equivalent Diversity Score Unit Score Score Aggregate Equivalent Unit Score Industry Diversity Score Aggregate Equivalent Unit Score Industry Diversity Score 0.0000 0.0000 5.0500 2.7000 10.1500 4.0200 15.2500 4.5300 0.0500 0.1000 5.1500 2.7333 10.2500 4.0300 15.3500 4.5400 0.1500 0.20(X) 5.2500 2.7667 10.3500 4.0400 15.4500 4.5500 0.2500 0.3000 5.3500 2.8000 10.4500 4.0500 15.5500 4.5600 0.3500 0.4000 5.4500 2.8333 10.5500 4.0600 15.6500 4.5700 0.4500 0.5000 5.5500 2.8667 10.6500 4.0700 15.7500 4.5800 0.5500 0.6000 5.6500 2.9000 10.7500 4.0800 15.8500 4.5900 0.6500 0.70(X) 5.7500 2.9333 10.8500 4.0900 15.9500 4.6000 0.7500 0.80(X) 5.8500 2.9667 10.9500 4.1000 16.0500 4.6100 0.8500 0.9000 5.9500 3.0000 11.0500 4.1100 16.1500 4.6200 0.9500 1.0000 6.0500 3.0250 11.1500 4.1200 16.2500 4.6300 1.0500 1.0500 6.1500 3.0500 11.2500 4.1300 16.3500 4.6400 1.1500 1.10(X) 6.2500 3.0750 11.3500 4.1400 16.4500 4.65(X) 1.2500 1.1500 6.3500 3.1000 11.4500 4.1500 16.5500 4.6600 1.3500 1.2000 6.4500 3.1250 11.5500 4.1600 16.6500 4.6700 1.4500 1.2500 6.5500 3.1500 11.6500 4.1700 16.7500 4.6800 1.5500 1.3000 6.6500 3.1750 11.7500 4.1800 16.8500 4.6900 1.6500 1.3500 6.7500 3.2000 11.8500 4.1900 16.9500 4.7000 1.7500 1.4000 6.8500 3.2250 11.9500 4.2000 17.0500 4.7100 1.8500 1.4500 6.9500 3.2500 12.0500 4.2100 17.1500 4.7200 1.9500 1.5000 7.0500 3.2750 12.1500 4.2200 17.2500 4.7300 2.0500 1.5500 7.1500 3.3000 12.2500 4.2300 17.3500 4.7400 2.1500 1.6000 7.2500 3.3250 12.3500 4.2400 17.45(X) 4.7500 2.2500 1.6500 7.3500 3.3500 12.4500 4.2500 17.5500 4.7600 2.3500 1.7000 7.4500 3.3750 12.5500 4.2600 17.6500 4.7700 2.4500 1.7500 7.5500 3.4000 12.6500 4.2700 17.7500 4.7800 2.5500 1.8000 7.6500 3.4250 12.7500 4.2800 17.8500 4.7900 2.6500 1.8500 7.7500 3.4500 12.8500 4.2900 17.9500 4.8000 2.7500 1.9000 7.8500 3.4750 12.9500 4.3000 18.0500 4.8100 2.8500 1.9500 7.9500 3.5000 13.0500 4.3100 18.1500 4.8200 2.9500 2.0000 8.0500 3.5250 13.1500 4.3200 18.2500 4.8300 3.0500 2.0333 8.1500 3.5500 13.2500 4.3300 18.3500 4.8400 3.1500 2.0667 8.2500 3.5750 13.3500 4.3400 18.4500 4.8500 3.2500 2.10(X) 8.3500 3.6000 13.4500 4.3500 18.5500 4.8600 3.3500 2.1333 8.4500 3.6250 13.5500 4.3600 18.6500 4.8700 3.4500 2.1667 8.5500 3.6500 13.6500 4.3700 18.7500 4.8800 3.5500 2.2000 8.6500 3.6750 13.7500 4.3800 18.8500 4.8900 3.6500 2.2333 8.7500 3.7000 13.8500 4.3900 18.9500 4.9000 3.7500 2.2667 8.8500 3.7250 13.9500 4.4000 19.0500 4.9100 3.8500 2.3000 8.9500 3.7500 14.0500 4.4100 19.1500 4.9200 3.9500 2.3333 9.0500 3.7750 14.1500 4.4200 19.2500 4.9300 4.0500 2.3667 9.1500 3.8000 14.2500 4.4300 19.3500 4.9400 4.1500 2.4000 9.2500 3.8250 14.3500 4.4400 19.4500 4.9500 4.2500 2.4333 9.3500 3.8500 14.4500 4.4500 19.5500 4.9600 4.3500 2.4667 9.4500 3.8750 14.5500 4.4600 19.6500 4.9700 4.4500 2.5000 9.5500 3.9000 14.6500 4.4700 19.7500 4.9800 4.5500 2.5333 9.6500 3.9250 14.7500 4.4800 19.8500 4.9900 4.6500 2.5667 9.7500 3.9500 14.8500 4.4900 19.9500 5.0000 4.7500 2.6000 9.8500 3.9750 14.9500 4.5000 4.8500 2.6333 9.9500 4.0000 15.0500 4.5100 4.9500 2.6667 10.0500 4.0100 15.1500 4.5200 EFTA00596307

Schedule 5 CALCULATION OF LIBOR For each Periodic Interest Accrual Period (other than the first Periodic Interest Accrual Period), LIBOR shall be determined by the Calculation Agent in accordance with the following provisions: I. On the LIBOR Determination Date prior to the commencement of a Periodic Interest Accrual Period, LIBOR shall equal the rate, as obtained by the Calculation Agent for U.S. Dollar deposits in Europe of the applicable Index Maturity, which appears on Telerate Page 3750 (as defined in the Annex to the 2000 ISDA Definitions) as reported by Bloomberg Financial Markets Commodities News, or such page as may replace such Telerate Page 3750, as of 11:00 (London time) on such LIBOR Determination Date. 2. If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750, or such page as may replace such Telerate Page 3750, the Calculation Agent shall determine the arithmetic mean of the offered quotations of the Reference Banks to leading banks in the London interbank market for U.S. Dollar deposits in Europe of the applicable Index Maturity in an amount determined by the Calculation Agent by reference to requests for quotations as of approximately 11:00 M. (London time) on such LIBOR Determination Date. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, LIBOR shall equal such arithmetic mean of such quotations. If, on any LIBOR Determination Date, only one or none of the Reference Banks provides such quotations, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that leading banks in New York City selected by the Calculation Agent (after consultation with the Collateral Manager) are quoting on the relevant LIBOR Determination Date for U.S. Dollar deposits in Europe of the applicable Index Maturity in an amount determined by the Calculation Agent by reference to the principal London offices of leading banks in the London interbank market; provided, however, that if the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided above, LIBOR shall be determined by the Calculation Agent in a commercially reasonable manner. EFTA00596308