tion of the Notes—Priority of Paiments Interest Priority of Payments." This could result in an elimination, deferral or reduction in the payments of Interest Proceeds or Principal Proceeds to the Holders of the Class B Notes, the Class C Notes, the Class D Notes and/or the Income Notes, as the case may be. See "De

t Proceeds. During the Reinvestment Period. if the Class D Overcollateralization Ratio is less than 102.4 %, an amount equal to 50% of the remaining Interest Proceeds will be diverted to the Collection Account for the purchase of additional Collateral Obligations. This diversion of Interest Proceeds may reduce di

related Determination Date, to the Collection Account for the purchase of additional Collateral Obligations an amount equal to 50 % of the remaining Interest Proceeds; 27 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055931 CONFIDENTIAL SONY GM_00202115 EFTA01365245

e Income Notes until the Incentive Management Fee 1RR Threshold has been met: 20. to the payment to the Collateral Manager of 20% of the remaining Interest Proceeds as an Incentive Management Fee: and 21. the remainder to the Holders of the Income Notes. Principal Priority of Payments On each Payment Dale. t

vent of Default has occurred and is continuing, the Collateral Manager may direct the Trustee to invest available Principal Proceeds (together with Interest Proceeds pursuant to clause (16) of the Interest Priority of Pm ments and accrued interest received with respect to any Collateral Obligation to the extent u

etic Security, be withdrawn from the Synthetic Security Counterparty Account and deposited in the Interest Collection Subaccount for distribution as Interest Proceeds. Upon the occurrence of a credit event or an event of default or a termination event (each as defined in the applicable Synthetic Security) under t

Amount at the beginning of the Collection Period relating to such Payment Date (the "Subordinate Management Fee") and (iii) 20% of the remaining Interest Proceeds and Principal Proceeds at the applicable level of the Priority of Payments, after the Incentive Management Fee IRR Threshold is satisfied, as an 54

egins on the Ramp-Up End Date and ends on and includes the 30th Business Day following the Ramp•Up End Date. then the Issuer will be required to use Interest Proceeds (and if Interest Proceeds are insufficient. Principal Proceeds) to redeem the Senior Notes in accordance with the Priority of Payments. Sales and P

ministration Agreement—Trustee and Collateral Administrator." "Collateral Interest Amount": As of any date of determination, the aggregate amount of Interest Proceeds that have been received or are reasonably expected to be received, in each case during the Collection Period in which such date of determination oc

th respect to the related Distribution Date, all termination payments received in respect of a Hedge Agreement (other than such amounts constituting Interest Proceeds or used to enter into a replacement Hedge Agreement or received from a replacement Hedge Counterparty and used to make a termination payment); (c)

al (including prepayments) on the Collateral Obligations and Eligible Principal Investments; (ii) all payments that would otherwise be included in Interest Proceeds under clauses (aXi) or (aXii) of the definition thereof in an amount determined by the Investment Manager, in its sole discretion, not greater than

this Indenture. "Subordinated Securities": The Subordinated Notes and the Preferred Shares. "Subordinated Securities Allocation": The allocation of Interest Proceeds or Principal Proceeds to Holders of Subordinated Notes and the Fiscal Agent (for payment to Shareholders in accordance with the Fiscal Agency Agree

amount of Principal Proceeds to be distributed pursuant to the Priority of Principal Proceeds shall be calculated, giving effect to all payments of Interest Proceeds on the related Distribution Date. (viii) Calculations of the Investment Management Fees, fees payable to the Trustee pursuant to Section 6.8 and t

es and expenses to the Trustee or, in the absence thereof, the Trustee may from time to time deduct payment of its fees and expenses hereunder from Interest Proceeds in the Payment Account or the Collection Account pursuant to Section 11.2. (c) The Trustee hereby agrees not to cause the filing of a petition in

lateral Obligations. The longer the period before investment of cash in Collateral Obligations, the greater the adverse impact will be on aggregate Interest Proceeds available for distribution by the Issuer, especially on the Lower Ranking Classes, thereby resulting in lower yields than could have been obtained i

Subordinated Securities. On the Closing Date, the Issuer is expected to have significant uninvested proceeds. This will likely reduce the amount of Interest Proceeds that would otherwise be available to distribute to the holders of the Subordinated Securities, particularly on the first Distribution Date. If the

ure of the portfolio of Collateral Obligations. However, there can be no assurance that any such Hedge Agreements will fully cover any deficiency in Interest Proceeds resulting from any interest rate mismatch. Furthermore, although any Hedge Counterparty will be a highly rated institution at the time of entering i

mination Date, any remaining net proceeds front the Closing Date will be treated as Principal Proceeds or. in an amount not exceeding $3 million, as Interest Proceeds as directed by the Investment Manager. 24 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056334 CONFIDENTIAL SDNY GM_00202518 EFTA01

collateralization test with respect to each Class of Rated Notes. The Coverage Tests will be used primarily to determine whether and to what extent Interest Proceeds may be used to pay interest on any Deferrable Class and distributions on the Subordinated Securities and certain expenses (including the Subordinate

sses on the Collateral and market changes or other factors reducing the return or cash flow on the Eligible Investments. Although reductions in the Interest Proceeds may reduce the amounts available to make payments on the Senior Notes. there will be no corresponding reduction in the accrual of interest on the Se