IMPORTANT NOTICE Attached Please Find an Electronic Copy of The

IMPORTANT NOTICE

Attached please find an electronic copy of the offering circular dated October 9, 2013 (the “Offering Circular”), relating to the offering of the Co-Issued Notes of Gallatin CLO V 2013-1, Ltd. and Gallatin CLO V 2013-1 LLC, and the Issuer Notes of Gallatin CLO V 2013-1, Ltd. (as such terms are defined in the Offering Circular).

The Offering Circular does not constitute an offer to any person other than the recipient nor to the public generally to subscribe for or otherwise acquire any of the securities described herein.

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS THAT ARE EITHER (I) CERTAIN NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OR (II) (A) (i) “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (ii) (x) SOLELY IN THE CASE OF THE CLASS E NOTES, THE CLASS F NOTES AND THE SUBORDINATED NOTES, ACCREDITED INVESTORS (AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT) AND (B) (i) QUALIFIED PURCHASERS (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940) OR (ii) SOLELY IN THE CASE OF THE CLASS E NOTES, THE CLASS F NOTES AND THE SUBORDINATED NOTES, KNOWLEDGEABLE EMPLOYEES OR QUALIFIED PURCHASERS.

Distribution of the Offering Circular to any persons other than the person receiving this electronic transmission from the Placement Agents or an affiliate thereof or any persons retained to advise the person receiving this electronic transmission from the Placement Agents or an affiliate thereof with respect thereto is unauthorized. Any photocopying, disclosure or alterations of the contents of the Offering Circular, and any forwarding of a copy of the Offering Circular or any portion thereof by electronic mail or any other means to any person other than the person receiving this electronic transmission from the Placement Agents or an affiliate thereof is prohibited. By accepting delivery of this Offering Circular, the recipient agrees to the foregoing.

GALLATIN CLO V 2013-1, LTD. GALLATIN CLO V 2013-1 LLC U.S.$177,000,000 CLASS A SENIOR SECURED FLOATING RATE NOTES DUE 2024 U.S.$29,250,000 CLASS B-1 SENIOR SECURED FLOATING RATE NOTES DUE 2024 U.S.$8,000,000 CLASS B-2 SENIOR SECURED FIXED RATE NOTES DUE 2024 U.S.$23,000,000 CLASS C MEZZANINE SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$8,250,000 CLASS D-1 MEZZANINE SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$7,000,000 CLASS D-2 MEZZANINE SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$12,500,000 CLASS E JUNIOR SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$5,750,000 CLASS F JUNIOR SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$29,500,000 SUBORDINATED NOTES DUE 2024 The Issuer’s investment portfolio consists primarily of debt obligations (including, but not limited to, interests in bank loans acquired by way of a sale or assignment, Participation Interests and high-yield debt securities, in each case, generally rated below investment-grade). The portfolio will be managed by MP Senior Credit Partners L.P. MP SENIOR CREDIT PARTNERS ______Interest will be payable on the 15th day of January, April, July and October of each year, commencing in January 2014. ______Gallatin CLO V 2013-1, Ltd. (the “Issuer”) and Gallatin CLO V 2013-1 LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”) issued U.S.$177,000,000 Class A Senior Secured Floating Rate Notes due 2024 (the “Class A Notes”), U.S.$29,250,000 Class B-1 Senior Secured Floating Rate Notes due 2024 (the “Class B-1 Notes”), U.S.$8,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2024 (the “Class B-2 Notes” and, together with the Class B-1 Notes, the “Class B Notes”, and the Class B Notes together with the Class A Notes, the “Senior Notes”), U.S.$ 23,000,000 Class C Mezzanine Secured Deferrable Floating Rate Notes due 2024 (the “Class C Notes”), U.S.$8,250,000 Class D-1 Mezzanine Secured Deferrable Floating Rate Notes due 2024 (the “Class D-1 Notes”) and U.S.$7,000,000 Class D-2 Mezzanine Secured Deferrable Floating Rate Notes due 2024 (the “Class D-2 Notes”, and, together with the Class D-1 Notes, the “Class D Notes”, and the Class D Notes together with the Class C Notes, the “Mezzanine Notes”; the Mezzanine Notes together with the Senior Notes, the “Co-Issued Notes”). The Issuer will also issue U.S.$ 12,500,000 Class E Junior Secured Deferrable Floating Rate Notes due 2024 (the “Class E Notes”), U.S.$5,750,000 Class F Junior Secured Deferrable Floating Rate Notes due 2024 (the “Class F Notes” and, the Class F Notes together with the Class E Notes and the Co-Issued Notes, the “Secured Notes” and, the Class F Notes, together with the Class C Notes, the Class D Notes and the Class E Notes, the “Deferrable Notes”) and U.S.$29,500,000 Subordinated Notes due 2024 (the “Subordinated Notes” and, together with the Class E Notes and the Class F Notes, the “Issuer Notes”). The Secured Notes and the Subordinated Notes are referred to collectively as the “Offered Securities” or the “Notes.” The Notes were issued on July 18, 2013 (the “Closing Date”) pursuant to an Indenture, dated as of the Closing Date (the “Indenture”), among the Co-Issuers and The Bank of New York Mellon Trust Company, National Association, as trustee (in such capacity, the “Trustee”). The Co-Issued Notes and Issuer Notes will be limited recourse debt obligations of the Issuer and non-recourse debt obligations of the Co-Issuer. The Notes do not represent interests in, or obligations of, and are not insured or guaranteed by the Placement Agents, the Trustee, the Portfolio Manager, the Collateral Administrator, the Administrator (each, as defined herein), or any of their respective affiliates, officers or directors or any other person or entity (other than the Co-Issuers or the Issuer, as applicable). Payments on the Notes will be made in accordance with the Priority of Payments (described herein). The Issuer may optionally redeem each Class of Notes under certain conditions described herein. For a more detailed description of the Notes, see “Description of the Offered Securities” herein. This Offering Circular has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes (other than the Class E Notes identified by CUSIP 36361T AB9, the Class F Notes identified by CUSIP 36361T AD5 and the Subordinated Notes identified by CUSIP 36361T AF0) which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area (the “EEA”). This Offering Circular constitutes a prospectus for the purposes of the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes (other than the Class E Notes identified by CUSIP 36361T AB9, the Class F Notes identified by CUSIP 36361T AD5 and the Subordinated Notes identified by CUSIP 36361T AF0) to be admitted to the Official List and trading on its regulated market. There can be no assurance that such listing will be maintained. No application will be made to list the Notes on any other stock exchange. A version of this Offering Circular was originally distributed on July 16, 2013(the “Offering Date”) in connection with the offering of the Offered Securities issued on the Closing Date (the “Offering”), and all information (other than the information in the immediately preceding paragraph and in the first paragraph of “Overview—Listing, Trading and Form of Notes,” each of which is as of the date hereof) in this Offering Circular is as the Offering Date. The Central Bank has not reviewed or approved the version of the Offering Circular distributed on the Offering Date. It was a condition of the issuance of the Notes on the Closing Date that (i) the Class A Notes be rated “Aaa (sf)” by Moody’s Investors Service, Inc. (“Moody’s”) and “AAA (sf)” by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P” and, together with Moody’s (but only so long as the Class A Notes are outstanding), the “Rating Agencies”), respectively, (ii) the Class B-1 Notes be rated at least “AA (sf)” by S&P; (iii) the Class B-2 Notes be rated at least “AA (sf)” by S&P; (iv) the Class C Notes be rated at least “A (sf)” by S&P; (v) the Class D-1 Notes be rated at least “BBB (sf)” by S&P; (vi) the Class D-2 Notes be rated at least “BBB (sf)” by S&P; (vii) the Class E Notes be rated at least “BB (sf)” by S&P and (viii) the Class F Notes be rated at least “B (sf)” by S&P. The Subordinated Notes were not rated. ______Investing in the Notes involves risks. See “Risk Factors” beginning on page 26. ______The Offered Securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Offered Securities are being offered only (I) to non-U.S. persons outside the United States in reliance on Regulation S and (II) to, or for the account or benefit of, U.S. persons that are (A) (i) Qualified Institutional Buyers or (ii) solely in the case of the Class E Notes, the Class F Notes, and the Subordinated Notes, Accredited Investors and (B) (i) Qualified Purchasers or (ii) solely in the case of the Class E Notes, the Class F Notes and the Subordinated Notes, Knowledgeable Employees with respect to the Issuer or entities owned exclusively by Knowledgeable Employees or Qualified Purchasers. For a description of certain restrictions on transfer, see “Transfer Restrictions” herein. The Co-Issuers or the Issuer, as applicable, delivered the Offered Securities to purchasers on the Closing Date. GreensLedge Capital Markets LLC and PNC Capital Markets LLC expect to privately place the Offered Securities except that any Notes sold to the Portfolio Manager or any of its employees, affiliates or clients or to any affiliate, employee or principal of the Placement Agents will be sold directly by the Issuer in privately negotiated transactions and GreensLedge Capital Markets LLC and PNC Capital Markets LLC will not act as placement agents with respect to such sales. It is anticipated that an affiliate of PNC Capital Markets LLC will purchase at least a Majority of the Class A Notes for its own account on the Closing Date.

GREENSLEDGE PNC CAPITAL MARKETS LLC October 9, 2013

INVESTMENTS IN THE CO-ISSUERS ARE SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE DELAYS IN REPAYMENT AND LOSS OF INCOME AND CAPITAL INVESTED.

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CO-ISSUERS OR THE PLACEMENT AGENTS. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE NOTES OFFERED HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY HEREOF NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT NO CHANGE IN THE AFFAIRS OF EITHER OF THE CO-ISSUERS HAS OCCURRED OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. THE CO-ISSUERS AND THE PLACEMENT AGENTS (AND THE ISSUER AND THE PLACEMENT AGENTS, IN THE CASE OF THE ISSUER NOTES) RESERVE THE RIGHT TO REJECT ANY OFFER TO PURCHASE IN WHOLE OR IN PART, FOR ANY REASON, OR TO SELL LESS THAN THE STATED INITIAL PRINCIPAL AMOUNT OF ANY CLASS OF NOTES OFFERED HEREBY.

______FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (THE “RSA”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A NOTE IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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IN THE EVENT THAT TRADING IN HEDGE AGREEMENTS WOULD RESULT IN THE ISSUER’S ACTIVITIES FALLING WITHIN THE DEFINITION OF A “COMMODITY POOL” UNDER THE COMMODITY EXCHANGE ACT, IT IS EXPECTED THAT THE PORTFOLIO MANAGER WILL BE EXEMPT FROM REGISTRATION WITH THE COMMODITY FUTURES TRADING COMMISSION (“CFTC”) AS A COMMODITY POOL OPERATOR (“CPO”) PURSUANT TO CFTC RULE 4.13(a)(3). THEREFORE, UNLIKE A REGISTERED CPO, THE PORTFOLIO MANAGER WOULD NOT BE REQUIRED TO DELIVER A CFTC DISCLOSURE DOCUMENT TO PROSPECTIVE INVESTORS, NOR WOULD IT BE REQUIRED TO PROVIDE INVESTORS WITH CERTIFIED ANNUAL REPORTS THAT SATISFY THE REQUIREMENTS OF CFTC RULES APPLICABLE TO REGISTERED CPOs.

THE EXEMPTION IS EXPECTED TO BE AVAILABLE ON THE BASIS THAT, AMONG OTHER THINGS, (I) EACH INVESTOR IS EITHER (A) A NATURAL PERSON WHO IS A “QUALIFIED ELIGIBLE PERSON” AS DEFINED IN CFTC RULE 4.7(a)(2) OR (B) A NON-NATURAL PERSON THAT IS EITHER AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED UNDER RULE 501(A) OF THE SECURITIES ACT OR A “QUALIFIED ELIGIBLE PERSON” AS DEFINED UNDER CFTC RULE 4.7(a)(2), (II) EACH INVESTOR IS AN“ACCREDITED INVESTOR” (AS SUCH TERM IS DEFINED UNDER RULE 501(A) OF

(ii)

THE SECURITIES ACT); (III) THE SECURITIES ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ARE OFFERED AND SOLD WITHOUT MARKETING TO THE PUBLIC IN THE UNITED STATES AND (IV) AT ALL TIMES EITHER (A) THE AGGREGATE INITIAL MARGIN AND PREMIUMS REQUIRED TO ESTABLISH COMMODITY INTEREST POSITIONS WILL NOT EXCEED FIVE PERCENT OF THE LIQUIDATION VALUE OF THE ISSUER’S PORTFOLIO AFTER TAKING INTO ACCOUNT UNREALIZED PROFITS AND UNREALIZED LOSSES ON ANY SUCH POSITIONS; OR (B) THE AGGREGATE NET NOTIONAL VALUE OF COMMODITY INTEREST POSITIONS DETERMINED AT THE TIME THE MOST RECENT POSITION WAS ESTABLISHED WILL NOT EXCEED ONE HUNDRED PERCENT OF THE LIQUIDATION VALUE OF THE ISSUER’S PORTFOLIO AFTER TAKING INTO ACCOUNT UNREALIZED PROFITS AND UNREALIZED LOSSES ON ANY SUCH POSITIONS. ______

None of the Issuer, the Co-Issuer or the pool of Assets has been registered under the Investment Company Act of 1940, as amended. Each purchaser of a Certificated Subordinated Note or a Certificated Secured Note will represent and agree, and each purchaser of an interest in a Global Note will be deemed to have represented and agreed, that the purchaser is acquiring the Notes for its own account or for one or more accounts as to each of which the purchaser exercises sole investment discretion and in an authorized denomination, in each case, for the purchaser and each such account. Each U.S. person purchasing a Certificated Subordinated Note or a Certificated Secured Note will also represent and agree, and each purchaser of an interest in a Rule 144A Global Note will also be deemed to have represented and agreed, that it and any account for which it is acquiring the Notes is a Qualified Purchaser (or, in the case of the Certificated Secured Notes and the Certificated Subordinated Notes, a Knowledgeable Employee with respect to the Issuer), each as defined in, and for purposes of, the Investment Company Act and the rules thereunder. See “Transfer Restrictions.”

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This offering circular dated October 9, 2013 (this “Offering Circular”) has been prepared by the Co-Issuers solely for use in connection with the listing of the Secured Notes and the Subordinated Notes, as described herein. An offering circular (the “Final Offering Circular”), dated July 16, 2013 (the “Offering Date”), was prepared by the Co-Issuers solely for use in connection with the offering of the Offered Securities issued on the Closing Date (the “Offering”). The Central Bank has not reviewed or approved such Final Offering Circular. All information in this Offering Circular (other than the information in the first paragraph of “Overview—Listing, Trading and Form of Notes” and the comparable information on the cover page hereof, each of which is as of the date hereof) is as of the Offering Date. The Co-Issuers accept responsibility for the information contained in this document. The Portfolio Manager accepts responsibility solely for the information appearing under the headings “The Portfolio Manager”, “Risk Factors—Risks Relating to Certain Conflicts of Interest—Conflicts of Interest Involving the Portfolio Manager” and “Risk Factors—Risks Relating to the Portfolio Manager—Limited Prior Operating History; Past Performance Not Indicative of Future Results.” To the best of the knowledge and belief of the Portfolio Manager (who has taken reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information, in each case, as of the Offering Date. To the best of the knowledge and belief of the Co-Issuers (who have taken reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information, in each case, as of the Offering Date. The Bank of New York Mellon Trust Company, National Association, in each of its capacities, including but not limited to the Trustee, Paying Agent, Registrar and Collateral Administrator, has not participated in the preparation of this Offering Circular and assumes no responsibilities for its contents.

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No representation or warranty, express or implied, is made by the Placement Agents, the Portfolio Manager, or, with respect to the information appearing under the headings “The Portfolio Manager”, “Risk Factors—Risks Relating to Certain Conflicts of Interest—Conflicts of Interest Involving the Portfolio Manager” and “Risk Factors—Risks Relating to the Portfolio Manager—Limited Prior Operating History; Past Performance Not Indicative of Future Results,” the Issuer (except in the case of the Portfolio Manager, with respect to the information appearing under the headings “The Portfolio Manager”, “Risk Factors—Risks Relating to Certain Conflicts of Interest—Conflicts of Interest Involving the Portfolio Manager” and “Risk Factors—Risks Relating to the Portfolio Manager—Limited

(iii)

Prior Operating History; Past Performance Not Indicative of Future Results”) as to the accuracy or completeness of the information set forth herein, and nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or the future. None of the Placement Agents, the Portfolio Manager or, with respect to the information appearing under the headings “The Portfolio Manager”, “Risk Factors—Risks Relating to Certain Conflicts of Interest—Conflicts of Interest Involving the Portfolio Manager” and “Risk Factors—Risks Relating to the Portfolio Manager—Limited Prior Operating History; Past Performance Not Indicative of Future Results,” the Issuer (except, in the case of the Portfolio Manager, with respect to the information appearing under the headings “The Portfolio Manager”, “Risk Factors—Risks Relating to Certain Conflicts of Interest—Conflicts of Interest Involving the Portfolio Manager” and “Risk Factors—Risks Relating to the Portfolio Manager—Limited Prior Operating History; Past Performance Not Indicative of Future Results”) have independently verified any such information or assume responsibility for its accuracy or completeness.

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In this Offering Circular, references to “U.S. Dollars,” “Dollars,” “$” and “U.S.$” are to United States dollars and references to “Euros” and “€” are to the currency established pursuant to the treaty founding the European Community.

This language of this Offering Circular is English. Any foreign language text that is included with or within this document has been included for convenience purposes only and does not form part of this Offering Circular.

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This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction in which such offer or solicitation is unlawful.

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No invitation, whether direct or indirect, may be made to the public in the Cayman Islands to subscribe for the Notes.

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IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CO-ISSUERS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE NOTES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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INFORMATION AS TO PLACEMENT WITHIN THE UNITED STATES

This Offering Circular is highly confidential and has been prepared by the Co-Issuers solely for use in connection with the Offering. The Co-Issuers and the Placement Agents (and the Issuer and the Placement Agents, in the case of the Issuer Notes) reserve the right to reject any offer to purchase Notes in whole or in part for any reason, or to sell less than the stated initial principal amount of the Notes offered hereby. This Offering Circular is personal to each offeree to whom it has been delivered by the Co-Issuers, the Placement Agents or any affiliate thereof and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Distribution of this Offering Circular to any persons other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorized and any disclosure of any of its contents, without the prior written consent of the Co-Issuers, is prohibited. Each prospective purchaser in the United States, by accepting delivery of this Offering Circular, agrees to the foregoing and to make no photocopies of this Offering Circular or any documents related hereto and, if the offeree does not purchase the Notes or the Offering is terminated, to return this Offering Circular and all documents attached hereto to: GreensLedge Capital Markets LLC, 520 Madison Avenue, 32nd Floor, New York, New York 10022 Attention: CDO Group.

(iv)

Notwithstanding anything herein to the contrary, effective from the date of commencement of discussions, investors, and each employee, representative or other agent of the investors, may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and tax structure of the offering and all materials of any kind, including opinions or other tax analyses, that are provided to the investors relating to such tax treatment and tax structure, except as reasonably necessary to comply with applicable securities laws. For this purpose, “tax structure” is limited to any facts relevant to the U.S. tax treatment of the offering.

AVAILABLE INFORMATION

To permit compliance with Rule 144A under the Securities Act (“Rule 144A”), the Co-Issuers, in connection with the sale of the Co-Issued Notes, and the Issuer, in connection with the sale of the Issuer Notes, will be required to furnish upon request of a holder of a Note to such holder and a prospective purchaser designated by such holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request the Co-Issuers are not reporting companies under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or are exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. Neither the Issuer nor the Co-Issuer is expected to become a reporting company under Section 13 or Section 15(d) of the Exchange Act or to be exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.

Notice to Florida Residents

The Offered Securities are offered pursuant to a claim of exemption under section 517.061 of the Florida securities act and have not been registered under said act in the state of Florida. All Florida residents who are not institutional investors described in section 517.061(7) of the Florida securities act have the right to void their purchase of the Offered Securities, without penalty, within three (3) days after the first tender of consideration.

Notice to Georgia Residents

The Offered Securities will be issued or sold in reliance on paragraph (13) of code section 10-5-9 of the Georgia Securities Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such act or pursuant to an effective registration under such act.

Notice to Residents of the Cayman Islands

No offer or invitation, whether direct or indirect, to subscribe for the Offered Securities may be made to the public in the Cayman Islands.

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NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

IN RELATION TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”), THE PLACEMENT AGENTS HAVE REPRESENTED AND AGREED THAT WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE (THE “RELEVANT IMPLEMENTATION DATE”) THEY HAVE NOT MADE AND WILL NOT MAKE AN OFFER OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS OFFERING CIRCULAR TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:

(A) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE;

(B) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE, SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE LEAD PLACEMENT AGENT[S] OR INITIAL PURCHASER[S]; OR

(v)

PROVIDED THAT NO SUCH OFFER OF NOTES SHALL REQUIRE THE CO-ISSUERS, ANY PLACEMENT AGENT OR ANY INITIAL PURCHASER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE OR SUPPLEMENT A PROSPECTUS PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE.

FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN “OFFER OF NOTES TO THE PUBLIC” IN RELATION TO ANY NOTES IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE NOTES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE NOTES, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE. THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE” MEANS DIRECTIVE 2010/73/EU.

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NOTICE TO RESIDENTS OF THE UNITED KINGDOM

EACH PLACEMENT AGENT HAS REPRESENTED AND AGREED THAT:

(A) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”)) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF ANY NOTES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE CO-ISSUERS; AND

(B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY THEM IN RELATION TO ANY NOTES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

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NOTICE TO RESIDENTS OF THE NETHERLANDS

THE NOTES MAY BE OFFERED, SOLD, TRANSFERRED OR DELIVERED IN OR FROM THE NETHERLANDS AS PART OF THEIR INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER, DIRECTLY OR INDIRECTLY, EXCLUSIVELY TO INDIVIDUALS OR ENTITIES, WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR A BUSINESS WITHIN THE MEANING OF ARTICLE 1 OF THE REGULATION OF 9 OCTOBER 1990 ISSUED PURSUANT TO ARTICLE 14 OF THE ACT ON THE SUPERVISION OF INVESTMENT INSTITUTIONS (WET TOEZICHT BELEGGINGSIN-STELLINGEN), WHICH INCLUDES BANKS, PENSION FUNDS, INSURANCE COMPANIES, SECURITIES FIRMS, INVESTMENT INSTITUTIONS, CENTRAL GOVERNMENTS, LARGE INTERNATIONAL AND SUPRANATIONAL INSTITUTIONS AND OTHER COMPARABLE ENTITIES, INCLUDING TREASURIES AND FINANCE COMPANIES OF LARGE ENTERPRISES, WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR A BUSINESS.

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NOTICE REGARDING THE OFFERING IN GERMANY

THE NOTES WILL BE OFFERED OR SOLD OR PUBLICLY PROMOTED OR ADVERTISED IN GERMANY IN COMPLIANCE WITH THE PROVISIONS OF THE GERMAN SECURITIES PROSPECTUS ACT

(vi)

(WERTPAPIERPROSPEKTGESETZ) OR OF ANY OTHER LAWS APPLICABLE IN GERMANY GOVERNING THE ISSUE, OFFERING AND SALE OF NOTES. AS LONG AS THE NOTES HAVE A MINIMUM DENOMINATION OF AT LEAST THE EQUIVALENT OF EURO 100,000 THEY MAY BE OFFERED IN GERMANY. UPON REQUEST OF A GERMAN INVESTOR AND AS LONG AS NOT UNDULY EXPENSIVE OR BURDENSOME, THE CO-ISSUERS WILL MAKE AVAILABLE TO THE GERMAN INVESTORS AND PUBLISH IN THE ELECTRONIC EDITION OF THE FEDERAL GAZETTE (BUNDESANZEIGER) IN THE GERMAN LANGUAGE THE INFORMATION REQUIRED PURSUANT TO § 5(1) SENTENCE 1 IN CONNECTION WITH SENTENCE 2 OF THE GERMAN TAX INVESTMENT ACT (INVESTMENTSTEUERGESETZ). ALL PROSPECTIVE INVESTORS ARE URGED TO SEEK INDEPENDENT TAX ADVICE. THE PLACEMENT AGENTS AND THEIR AFFILIATES DO NOT GIVE TAX ADVICE.

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HINWEIS BEZUEGLICH DES ANGEBOTS IN DEUTSCHLAND

DIE WERTPAPIERE WERDEN IM EINKLANG MIT DEN BESTIMMUNGEN DES WERTPAPIERPROSPEKTGESETZES ODER ALLER WEITEREN IN DEUTSCHLAND GELTENDEN GESETZLICHEN BESTIMMUNGEN ÜBER DIE BEGEBUNG, DAS ANGEBOT UND DEN VERKAUF VON WERTPAPIEREN ANGEBOTEN, VERKAUFT ODER ÖFFENTLICH BEWORBEN. SOWEIT DIE WERTPAPIERE EINE MINDESTSTÜCKELUNG MIT EINEM GEGENWERT VON EURO 50.000 HABEN, KÖNNEN SIE IN DEUTSCHLAND ANGEBOTEN WERDEN. AUF ANFRAGE UND SOLANGE NICHT UNVERHÄLTNISMÄSSIG TEUER ODER BESCHWERLICH MACHT DER EMITTENT DEN DEUTSCHEN ANLEGERN IN DEUTSCHER SPRACHE DIE ERFORDERLICHEN INFORMATIONEN GEMÄSS § 5 ABS. 1 SATZ 1 IN VERBINDUNG MIT SATZ 2 DES INVESTMENTSTEUERGESETZES IM ELEKTRONISCHEN BUNDESANZEIGER BEKANNT. POTENTIELLEN INVESTOREN WIRD DRINGEND EMPFOHLEN, UNABHÄNGIGE STEUERLICHE BERATUNG EINZUHOLEN. DIE ERSTKÄUFER UND DIE MIT IHNEN VERBUNDENEN UNTERNEHMEN GEBEN KEINEN STEUERLICHEN RAT. ______

NOTICE TO RESIDENTS OF THE REPUBLIC OF IRELAND

EACH PLACEMENT AGENT HAS REPRESENTED AND AGREED:

(A) THAT IT WILL NOT UNDERWRITE, OFFER, PLACE OR DO ANYTHING WITH RESPECT TO THE NOTES OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF S.I. NO. 60 OF 2007, EUROPEAN COMMUNITIES (MARKETS IN FINANCIAL INSTRUMENTS) REGULATIONS 2007, INCLUDING, WITHOUT LIMITATION, PARTS 6, 7 AND 12 THEREOF AND THE PROVISIONS OF THE INVESTOR COMPENSATION ACT 1998;

(B) THAT IT WILL NOT UNDERWRITE, OFFER, PLACE OR DO ANYTHING WITH RESPECT TO THE NOTES OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF THE IRISH CENTRAL BANK ACTS 1942-2004 (AS AMENDED) AND ANY CODES OF CONDUCT RULES MADE UNDER SECTION 117(1) THEREOF;

(C) THAT IT WILL NOT UNDERWRITE, OFFER, PLACE OR DO ANYTHING WITH RESPECT TO THE NOTES OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF THE PROSPECTUS (DIRECTIVE 2003/71/EC) REGULATIONS 2005 AND ANY RULES ISSUED UNDER SECTION 51 OF THE IRISH INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2005, BY THE IRISH COMPETENT AUTHORITY;

(D) THAT IT WILL NOT UNDERWRITE, OFFER, PLACE OR DO ANYTHING WITH RESPECT TO THE NOTES OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF THE MARKET ABUSE (DIRECTIVE 2003/6/EC) REGULATIONS 2005 AND ANY RULES ISSUED UNDER SECTION 34 OF THE IRISH INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2005 BY THE IRISH COMPETENT AUTHORITY; AND

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(E) THAT IT WILL ONLY MAKE OFFERS IN RELATION TO THE NOTES IN ACCORDANCE WITH THOSE DESCRIBED IN SECTION 33(5) OF THE IRISH COMPANIES ACT 1963 (AS AMENDED BY THE INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2006). ______

NOTICE TO RESIDENTS OF AUSTRIA

THIS OFFERING CIRCULAR HAS BEEN CIRCULATED IN AUSTRIA FOR THE SOLE PURPOSE OF PROVIDING INFORMATION ABOUT THE NOTES TO A LIMITED NUMBER OF SOPHISTICATED INVESTORS IN AUSTRIA. THIS OFFERING CIRCULAR IS MADE AVAILABLE ON THE CONDITION THAT IT IS SOLELY FOR THE USE OF THE RECIPIENT AS A SOPHISTICATED, POTENTIAL AND INDIVIDUALLY SELECTED INVESTOR AND MAY NOT BE PASSED ON TO ANY OTHER PERSON OR REPRODUCED IN WHOLE OR IN PART. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE A PUBLIC OFFER (ÖFFENTLICHES ANGEBOT) IN AUSTRIA AND MUST NOT BE USED IN CONJUNCTION WITH A PUBLIC OFFERING IN AUSTRIA AND, THEREFORE, THE PROVISIONS OF THE INVESTMENT FUND ACT OF 1993 (INVESTMENTFONDSGESETZ 1993) DO NOT APPLY. CONSEQUENTLY, NO PUBLIC OFFERS OR PUBLIC SALES MAY BE MADE IN AUSTRIA IN RESPECT OF THE NOTES. THE NOTES ARE NOT REGISTERED IN AUSTRIA AND MAY NOT BENEFIT FROM TAX ADVANTAGES APPLICABLE TO REGISTERED SECURITIES. ALL PROSPECTIVE INVESTORS ARE URGED TO SEEK INDEPENDENT TAX ADVICE. THE PLACEMENT AGENTS AND THEIR RESPECTIVE AFFILIATES DO NOT GIVE TAX ADVICE.

ANMERKUNG FÜR EINWOHNER VON ÖSTERREICH

DIESER PROSPEKT IST IN ÖSTERREICH NUR ZU DEM ZWECK HERAUSGEGEBEN, UM EINER BESCHRÄNKTEN ANZAHL VON PROFESSIONELLEN MARKTTEILNEHMERN IN ÖSTERREICH INFORMATIONEN ÜBER DIE ANGEBOTENEN WERTPAPIERE ZU GEBEN. DIESER PROSPEKT WIRD UNTER DER BEDINGUNG ZUR VERFÜGUNG GESTELLT, DASS DIESER PROSPEKT AUSSCHLIESSLICH VOM EMPFÄNGER ALS EINEM PROFESSIONELLEN UND INDIVIDUELL AUSGESUCHTEN INVESTOR VERWENDET, NICHT AN IRGENDWELCHE ANDEREN PERSONEN WEITERGELEITET ODER TEILWEISE ODER VÖLLIG REPRODUZIERT WERDEN DARF. DIESER PROSPEKT STELLT KEIN ÖFFENTLICHES ANGEBOT IN ÖSTERREICH DAR, UND ER DARF AUCH NICHT IM ZUSAMMENHANG MIT EINEM ÖFFENTLICHEN ANGEBOT IN ÖSTERREICH VERWENDET WERDEN. DIE BESTIMMUNGEN DES INVESTMENTFONDSGESETZES 1993 FINDEN DAHER KEINE ANWENDUNG. FOLGLICH DÜRFEN IN ÖSTERREICH KEINE ÖFFENTLICHEN ANGEBOTE ODER VERKÄUFE DER ANGEBOTENEN WERTPAPIEREN GEMACHT WERDEN. DIE ANGEBOTENEN WERTPAPIERE SIND NICHT IN ÖSTERREICH ZUM ÖFFENTLICHEN ANGEBOT ZUGELASSEN UND ZIEHEN KEINEN NUTZEN AUS VORTEILHAFTEN STEUERREGELN, DIE AUF REGISTRIERTE WERTPAPIERE ANWENDBAR SIND. ALLE POTENTIELLEN INVESTOREN WERDEN DAHER DRINGEND AUFGEFORDERT, UNABHÄNGIGE STEUERBERATUNG EINZUHOLEN. DIE ERSTKÄUFER UND DIE MIT IHNEN VERBUNDENEN UNTERNEHMEN GEBEN KEINEN STEUERLICHEN RAT. ______

NOTICE TO RESIDENTS OF AUSTRALIA

ANY OFFER OF SECURITIES, INVITATION TO SUBSCRIBE FOR SECURITIES OR ISSUE OF THE NOTES IN AUSTRALIA THAT IS REGULATED BY THE CORPORATIONS LAW MUST CONSTITUTE AN EXCLUDED OFFER, EXCLUDED INVITATION, OR EXCLUDED ISSUE WITHIN THE MEANING GIVEN TO THOSE EXPRESSIONS IN THE CORPORATIONS LAW. ______

NOTICE TO RESIDENTS OF JAPAN

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN AND EACH OF THE PLACEMENT AGENTS AND THE ISSUER HAS AGREED THAT IT WILL NOT OFFER OR SELL ANY OF THE NOTES, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR

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OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR REOFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT OF JAPAN, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES AND REGULATIONS OF JAPAN. ______

NOTICE TO RESIDENTS OF FRANCE

THIS OFFERING CIRCULAR HAS NOT BEEN REGISTERED BY THE FRENCH COMMISSION DES OPÉRATIONS DE BOURSE AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE. THIS OFFERING CIRCULAR AND ANY OTHER OFFERING MATERIAL MAY NOT BE DISTRIBUTED TO THE PUBLIC IN THE REPUBLIC OF FRANCE. SUCH OFFERS, SALES AND DISTRIBUTIONS MAY ONLY BE MADE IN THE REPUBLIC OF FRANCE TO (I) QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) AND/OR (II) A RESTRICTED GROUP OF INVESTORS (CERCLE RESTREINT D’INVESTISSEURS), ALL AS DEFINED IN ARTICLE 6 OF ORDONNANCE NO 67-833 DATED 28TH SEPTEMBER, 1967 (AS AMENDED) AND DÉCRET NO. 98-880 DATED 1ST OCTOBER, 1998.

INVESTORS IN FRANCE MAY ONLY PARTICIPATE IN THE ISSUE OF THE NOTES FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH THE CONDITIONS SET OUT IN DÉCRET NO. 98-880 DATED 1ST OCTOBER, 1998. THE NOTES MAY ONLY BE ISSUED, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE IN ACCORDANCE WITH ARTICLES 6 AND 7 OF ORDONNANCE NO 67-833 DATED 28TH SEPTEMBER, 1967 (AS AMENDED). WHERE THE ISSUE OF THE NOTES IS EFFECTED AS AN EXCEPTION TO THE RULES RELATING TO AN APPEL PUBLIC À L’ÉPARGNE IN FRANCE (PUBLIC OFFER RULES) BY WAY OF AN OFFER TO A RESTRICTED GROUP OF INVESTORS, SUCH INVESTORS MUST PROVIDE CERTIFICATION AS TO THEIR PERSONAL, PROFESSIONAL OR FAMILY RELATIONSHIP WITH A MEMBER OF THE MANAGEMENT OF THE ISSUER. PERSONS INTO WHOSE POSSESSION OFFERING MATERIAL COMES MUST INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTIONS. ______

NOTICE TO RESIDENTS OF DENMARK

THIS OFFERING CIRCULAR HAS NOT BEEN FILED WITH OR APPROVED BY THE DANISH SECURITIES COUNCIL OR ANY OTHER REGULATORY AUTHORITY IN THE KINGDOM OF DENMARK. ______

NOTICE TO CANADIAN RESIDENTS (ONTARIO AND QUÉBEC)

Offers and Sales in Canada

This Offering Circular constitutes an offering of the securities described herein only in those Canadian jurisdictions and to those Canadian persons where and to whom the securities may be lawfully offered for sale, and therein only by persons permitted to sell such securities. This Offering Circular is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in Canada or in any province or territory thereof. Any offer or sale of the securities in Canada will be made only under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable provincial securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this Offering Circular or the merits of the securities described herein and any representation to the contrary is an offence.

The offering of the securities in Canada is being made solely by this Offering Circular and any decision to purchase the securities should be based solely on information contained within this document. No person has been authorized to give any information or to make any representations concerning this offering other than as contained herein. The

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delivery of this Offering Circular does not imply that any information contained herein is correct as of any date subsequent to the date set forth on the cover hereof. This Offering Circular constitutes an offering of the securities described herein in the provinces of Ontario and Québec only.

This Offering Circular is for the confidential use of only those persons to whom it is delivered by the Issuer or its authorized dealer-agents in connection with the private placement of securities in the provinces of Ontario and Québec. The Issuer and its authorized dealer-agents reserve the right to reject all or part of any offer to purchase the securities for any reason or allocate to any purchaser less than all of the securities for which it has subscribed.

Responsibility

Except as otherwise expressly required by applicable law or as agreed to in contract, no representation, warranty, or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or nature whatsoever are accepted by any dealer as to the accuracy or completeness of the information contained in this Offering Circular or any other information provided by the Co-Issuers in connection with the offering of securities in the provinces of Ontario and Québec.

Resale Restrictions

The distribution of the securities in Canada is being made on a private placement basis only and is exempt from the requirement that the Co-Issuers prepare and file a prospectus with the relevant Canadian securities regulatory authorities. Accordingly, any resale of the securities must be made in accordance with applicable securities laws, which will vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with prospectus and registration requirements or statutory exemptions from the prospectus and registration requirements in the relevant Canadian provinces and/or territories or under a discretionary exemption granted by the relevant Canadian securities regulatory authorities. Canadian investors are advised to seek legal advice prior to any resale of the securities.

Neither of the Co-Issuers is a “reporting issuer,” as such term is defined under applicable Canadian securities legislation, or the equivalent in any province or territory of Canada in which the securities will be offered. Canadian investors are advised that neither of the Co-Issuers currently intends to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the securities to the public in Canada or any province or territory thereof.

Representations of Purchasers

Each Canadian investor who purchases securities will be deemed to have represented to the Co-Issuers and any dealer who sells securities to such purchaser that:

(a) the offer and sale of the securities was made exclusively through this Offering Circular and was not made through an advertisement of the securities in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada;

(b) such purchaser has reviewed and acknowledges the terms referred to above under the heading “Resale Restrictions;”

(c) where required by law, such purchaser is purchasing as principal, or is deemed to be purchasing as principal in accordance with the applicable securities laws of the province in which such purchaser is resident, for its own account and not as agent for the benefit of another person; and

(d) such purchaser, or any ultimate purchaser for which such purchaser is acting as agent, is entitled under applicable Canadian securities laws to purchase such securities without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing:

(i) in the case of a purchaser resident in Québec, such purchaser is an “accredited investor” as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”); and

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(ii) in the case of a purchaser resident in Ontario, such purchaser, or any ultimate purchaser for which such purchaser is acting as agent:

(1) is an “accredited investor,” other than an individual, as defined in section 1.1 of NI 45-106 and is a person to which a dealer registered as an international dealer in Ontario within the meaning of section 98(4) of the Regulation to the Securities Act (Ontario) may sell the securities; or

(2) is an “accredited investor,” including an individual, as defined in section 1.1 of NI 45-106 and is purchasing the securities from a registered investment dealer or limited market dealer registered within the meaning of section 98(5) and section 98(6) of the Regulation to the Securities Act (Ontario), respectively.

In addition, each resident of Ontario who purchases the securities will be deemed to have represented to the Co- Issuers and each dealer from whom a purchase confirmation is received, that such purchaser:

(a) has been notified by the Co-Issuers:

(i) that the Co-Issuers may be required to provide certain personal information (“personal information”) pertaining to the purchaser as required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106 (including its name, address, telephone number and the number and value of any securities purchased), which Form 45-106F1 may be required to be filed by the Co- Issuers under NI 45-106;

(ii) that such personal information may be delivered to the Ontario Securities Commission (the “OSC”) in accordance with NI 45-106;

(iii) that such personal information is collected indirectly by the OSC under the authority granted to it under the securities legislation of Ontario;

(iv) that such personal information is collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and

(v) that the public official in Ontario who can answer questions about the OSC’s indirect collection of such personal information is the Administrative Assistant to the Director of Corporate Finance at the OSC, Suite 1903, Box 5520 Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593-8086; and

(b) has authorized the indirect collection of the personal information by the OSC.

Furthermore, the purchaser acknowledges that its name, address, telephone number and other specified information, including the aggregate purchase price to the purchaser, may be disclosed to other Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian laws. By purchasing the securities, each Canadian purchaser consents to the disclosure of such information.

Taxation and Eligibility for Investment

Any discussion of taxation and related matters contained in this Offering Circular does not purport to be a comprehensive description of all the tax considerations that may be relevant to a Canadian investor when deciding to purchase the securities. Canadian investors should consult their own legal and tax advisers with respect to the tax consequences of an investment in the securities in their particular circumstances and with respect to the eligibility of the securities for investment by such investor under relevant Canadian federal and provincial legislation and regulations.

Rights of Action for Damages or Rescission

Securities legislation in certain of the Canadian provinces provides purchasers of securities pursuant to an offering memorandum (such as this Offering Circular) with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum and any amendment to it contains a

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“Misrepresentation.” Where used herein, “Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by applicable securities legislation.

Ontario

Section 130.1 of the Securities Act (Ontario) provides that every purchaser of securities pursuant to an offering memorandum (such as this Offering Circular) shall have a statutory right of action for damages or rescission against the issuer and any selling security holder on whose behalf the distribution is made in the event that the offering memorandum contains a Misrepresentation. A purchaser who purchases securities offered by an offering memorandum during the period of distribution has, without regard to whether the purchaser relied upon the Misrepresentation, a right of action for damages or, alternatively, while still the owner of the securities, for rescission against the issuer and the selling security holders, provided that:

(a) if the purchaser exercises its right of rescission, it shall cease to have a right of action for damages against the issuer and the selling security holders, if any;

(b) the issuer and the selling security holders, if any, will not be liable if they prove that the purchaser purchased the securities with knowledge of the Misrepresentation;

(c) the issuer and the selling security holders, if any, will not be liable for all or any portion of damages that they can prove do not represent the depreciation in value of the securities as a result of the Misrepresentation relied upon; and

(d) in no case shall the amount recoverable exceed the price at which the securities were offered.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:

(a) in the case of an action for rescission, 180 days from the day of the transaction that gave rise to the cause of action; or

(b) in the case of an action for damages, the earlier of:

(i) 180 days from the day that the purchaser first had knowledge of the facts giving rise to the cause of action; or

(ii) three years from the day of the transaction that gave rise to the cause of action.

This Offering Circular is being delivered in reliance on exemptions from the prospectus requirements contained under NI 45-106. The rights referred to in section 130.1 of the Securities Act (Ontario) do not apply in respect of an offering memorandum (such as this Offering Circular) delivered to a prospective purchaser in connection with a distribution made in reliance on the exemption from the prospectus requirement in section 2.3 of National Instrument 45-106 (the “accredited investor” exemption) if the prospective purchaser is:

(a) a Canadian financial institution (as defined in NI 45-106) or a Schedule III bank,

(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), or

(c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

The foregoing summary is subject to the express provisions of the Securities Act (Ontario) and the rules, regulations and other instruments thereunder, and reference is made to the complete text of such provisions contained therein.

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Such provisions may contain limitations and statutory defenses on which the Co-Issuers may rely. The enforceability of these rights may be limited as described herein under the heading “Enforcement of Legal Rights.”

The rights of action for damages or rescission discussed above are conferred to Ontario purchasers and are in addition to, and without derogation from, any other right or remedy which purchasers may have at law.

Enforcement of Legal Rights

All or substantially all of the directors and officers of the Issuer, as well as the experts named in this Offering Circular, may be located outside of Canada and, as a result, it may not be possible for Canadian investors to effect service of process upon such persons in Canada. All or a substantial portion of the assets of the Issuer and such other persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Issuer or such other persons in Canada or to enforce a judgment obtained in Canadian courts against the Issuer or such other persons outside of Canada.

Language of Documents

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

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SUMMARIES OF DOCUMENTS

This Offering Circular summarizes certain provisions of the Notes, the Indenture, the Portfolio Management Agreement and other transactions and documents. The summaries do not purport to be complete and (whether or not so stated in this Offering Circular) are subject to, are qualified in their entirety by reference to, and incorporate by reference, the provisions of the actual documents (including definitions of terms). Following the Closing Date, copies of the Indenture may be obtained by investors in the Notes upon request in writing to the Trustee at The Bank of New York Mellon Trust Company, National Association, Attention: Global Corporate Trust — Gallatin CLO V 2013-1, Ltd.

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TABLE OF CONTENTS

Page OVERVIEW ...... 1 RISK FACTORS ...... 26 DESCRIPTION OF THE OFFERED SECURITIES ...... 53 RATINGS OF THE SECURED NOTES ...... 72 SECURITY FOR THE SECURED NOTES ...... 73 USE OF PROCEEDS ...... 96 THE PORTFOLIO MANAGER ...... 97 THE PORTFOLIO MANAGEMENT AGREEMENT ...... 100 THE CO-ISSUERS...... 107 CERTAIN TAX CONSIDERATIONS ...... 110 ERISA AND LEGAL INVESTMENT CONSIDERATIONS ...... 121 PLAN OF DISTRIBUTION ...... 126 TRANSFER RESTRICTIONS ...... 128 LISTING AND GENERAL INFORMATION ...... 142 LEGAL MATTERS ...... 144 GLOSSARY OF DEFINED TERMS ...... 145 INDEX OF DEFINED TERMS ...... I-1

Annex A-1: Form of Purchaser Representation Letter for Subordinated Notes, Class E Notes and Class F Notes

Annex A-2: Form of Subordinated Note ERISA Certificate

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OVERVIEW The following overview does not purport to be complete and is qualified in its entirety by reference to the detailed information appearing elsewhere in this Offering Circular and related documents referred to herein. An index of defined terms appears at the back of this Offering Circular. Principal Terms of the Offered Securities Class A Class B-1 Class B-2 Class C Class D-1 Class D-2 Class E Class F Subordinated Designation Notes Notes Notes Notes Notes Notes Notes Notes Notes Deferrable Deferrable Deferrable Deferrable Deferrable Type Floating Rate Floating Rate Fixed Rate Floating Rate Floating Rate Floating Rate Floating Rate Floating Rate Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Issuer Initial Principal Amount $177,000,000 $29,250,000 $8,000,000 $23,000,000 $8,250,000 $7,000,000 $12,500,000 $5,750,000 $29,500,000 (U.S.$) 1 Moody’s Initial Rating “Aaa (sf)” N/A N/A N/A N/A N/A N/A N/A N/A

1 S&P Initial Rating “AAA (sf)” “AA (sf)” “AA (sf)” “A (sf)” “BBB (sf)” “BBB (sf)” “BB (sf)” “B (sf)” N/A

LIBOR + LIBOR + LIBOR + LIBOR + LIBOR + LIBOR + LIBOR + 2 3.9464% 3 Interest Rate 1.150% 1.650% 3.000% 3.750% 4.250% 4.750% 5.750% N/A Stated Maturity July 15, 2024 July 15, 2024 July 15, 2024 July 15, 2024 July 15, 2024 July 15, 2024 July 15, 2024 July 15, 2024 July 15, 2024 Minimum $200,000 $200,000 $200,000 $200,000 $200,000 $200,000 $200,000 $200,000 4 Denominations (U.S.$) $200,000 ($1,000) ($1,000) ($1,000) ($1,000) ($1,000) ($1,000) ($1,000) ($1,000) (Integral Multiples) ($1,000) Ranking of the Notes: Pari Passu Classes None B-2 B-1 None D-2 D-1 None None None A, B, C, D, E, Priority Class(es) None A A A, B A, B, C A, B, C A, B, C, D A, B, C, D, E F B, C, D, E, F, C, D, E, F, C, D, E, F, D, E, F, E, F, E, F, F, Junior Class(es) Subordinated None Subordinated Subordinated Subordinated Subordinated Subordinated Subordinated Subordinated Deferrable Interest No No No Yes Yes Yes Yes Yes N/A Notes ______1 The Issuer obtained initial ratings for the Class A Notes from both Moody’s and S&P, and obtained initial ratings for all Secured Notes from S&P. 2 For the definition of LIBOR, see “Description of the Offered Securities.” 3 The Subordinated Notes do not bear interest at a stated rate but will receive distributions on each Payment Date in accordance with the priorities set forth under “—Priority of Payments.” 4 The minimum denomination for Class E Notes, Class F Notes and Subordinated Notes held by Accredited Investors that are not Institutional Accredited Investors will be $10,000 and integral multiples of $1,000 thereafter. An aggregated amount of $300,000 of Class E Notes, $250,000 of Class F Notes and $1,150,000 of Subordinated Notes were held by Accredited Investors as of the Closing Date.

Issuer: Gallatin CLO V 2013-1, Ltd., an exempted company incorporated with limited liability in the Cayman Islands.

Co-Issuer: Gallatin CLO V 2013-1 LLC, a Delaware limited liability company.

Portfolio Manager: MP Senior Credit Partners L.P. (the “Portfolio Manager”), an affiliate of UrsaMine Credit Advisors LLC and MatlinPatterson Asset Management L.P. See “The Portfolio Manager”.

Trustee: The Bank of New York Mellon Trust Company, National Association.

Placement Agents: GreensLedge Capital Markets LLC and PNC Capital Markets LLC (each, a “Placement Agent” and together, the “Placement Agents”).

Eligible Purchasers: The Offered Securities are being offered hereby (i) to non-U.S. persons in offshore transactions in reliance on Regulation S (“Regulation S”) under the Securities Act and (ii) in the United States to persons that are either (A) “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and Rule 2a51-2 under the Investment Company Act) (“Qualified Purchasers”) or (B) (in the case of the Class E Notes, the Class F Notes and the Subordinated Notes only) “Knowledgeable Employees” (as defined in Rule 3c-5 under the Investment Company Act) (“Knowledgeable Employees”) with respect to the Issuer; or corporations, partnerships, limited liability companies or other entities (other than trusts) each shareholder, partner, member or other equity owner of which is either a Knowledgeable Employee or a Qualified Purchaser that in the case of (A) and (B) are either (1) “qualified institutional buyers” (“Qualified Institutional Buyers”) within the meaning of Rule 144A or (2) in the case of the Class E Notes, the Class F Notes and the Subordinated Notes only, Accredited Investors meeting the requirements of Rule 501(a) under the Securities Act (“Accredited Investors”). See “Description of the Offered Securities—Form, Denomination and Registration of the Offered Securities” and “Transfer Restrictions.”

Payments on the Notes:

Payment Dates ...... The 15th day of January, April, July and October of each year, commencing in January 2014 (or, if such day is not a Business Day, then the next succeeding Business Day) or, during the continuation of an Acceleration Event, each date fixed by the Trustee for application of the Acceleration Priority of Payments (each, a “Payment Date”).

Stated Note Interest ...... Interest on the Secured Notes is payable quarterly in arrears on each Payment Date in accordance with the Priority of Payments described herein.

Deferral of Interest ...... So long as any more senior Class of Secured Notes is outstanding, to the extent interest is not paid on the Deferrable Notes on any Payment Date, such amounts will be deferred and added to the principal balance of the applicable Class of Secured Notes and will bear interest at the Interest Rate applicable to such Deferrable Notes, and the failure to pay such amounts prior to the maturity of such Notes will not be an Event of Default under the Indenture. See “Description of the Offered Securities—The Indenture and the Secured Notes—Interest.”

Distributions on Subordinated The Subordinated Notes will not bear a stated rate of interest but will be Notes ...... entitled to receive distributions on each Payment Date if and to the extent funds are available for such purpose. Such payments will be made on the Subordinated Notes only pursuant to the Priority of Payments. See “— Priority of Payments” below and “Description of the Offered Securities—The Subordinated Notes—Distributions on the Subordinated Notes.”

Optional Redemption; Pursuant to the terms of the Indenture and the conditions described below, the Refinancing: Secured Notes may be redeemed (x) in whole, pursuant to an Optional Redemption, so long as all of the Secured Notes are redeemed in connection therewith and (y) in part, by an individual Class or multiple Classes, in connection with a Refinancing.

Non-Call Period ...... During the period from the Closing Date to but excluding the Payment Date in July 2015 (such period, the “Non-Call Period”), the Secured Notes and the Subordinated Notes are not subject to Optional Redemption, unless a Tax Event has occurred. See “Description of the Offered Securities—The Indenture and the Secured Notes—Optional Redemption and Refinancing.”

Optional Redemption ...... The Secured Notes will be redeemable by the Co-Issuers, in whole but not in part, on any Business Day (x) after the end of the Non-Call Period and (y) during the Non-Call Period, only if a Tax Event has occurred. No Optional Redemption (as defined below) may occur unless the Issuer has received written direction of the holders of (i) when no Tax Event has occurred or is ongoing, a Majority of the Subordinated Notes or (ii) when a Tax Event has occurred and is ongoing, a Majority of the Subordinated Notes or of any Class of Secured Notes Affected by such Tax Event (provided that if the Tax Event that has occurred is with respect to any tax arising under or as a result of FATCA, then holders that have not provided the Issuer (or an authorized agent acting on behalf of the Issuer) with the Holder FATCA Information (to the extent that the failure to provide the Holder FATCA Information was a cause of the Tax Event) shall not be considered in determining whether a Majority of the applicable Class of Notes has directed a redemption of Secured Notes), and the Subordinated Notes may be redeemed, in whole but not in part, on any Business Day occurring on or after the redemption or repayment of the Secured Notes in full, at the written direction of a Majority of the Subordinated Notes (each of the foregoing, an “Optional Redemption”). In such event, the Portfolio Manager will (except in the case of a Refinancing) direct the sale of Assets in order to make payments as described under “Description of the Offered Securities—The Indenture and the Secured Notes—Optional Redemption and Refinancing.” “Sale Proceeds” are all proceeds (excluding accrued interest, if any) received with respect to Assets as a result of sales of such Assets (or any assets of an ETB Subsidiary) in accordance with the restrictions described in “Security for the Secured Notes— Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria,” less any reasonable expenses incurred by the Portfolio Manager or the Trustee (other than amounts payable as Administrative Expenses) in connection with such sales. Sale Proceeds of Collateral Obligations having Principal Financed Accrued Interest at the time of purchase will include such amount received in respect of such sale.

There are certain other restrictions on the ability of the Co-Issuers to effect an Optional Redemption. See “Description of the Offered Securities—The Indenture and the Secured Notes—Optional Redemption and Refinancing.”

Refinancing ...... Any Class or Classes of Secured Notes may be redeemed in whole, but not in part, on any Business Day after the Non-Call Period from Refinancing Proceeds at the written direction of a Majority of the Subordinated Notes delivered to the Issuer and the Portfolio Manager (with a copy to the Trustee and the Rating Agencies). The Issuer or Co-Issuers, as applicable, will redeem such Class or Classes of Secured Notes on the applicable Redemption Date following receipt of such direction so long as a loan or an issuance of replacement securities, the terms of which loan or issuance will be negotiated by the Portfolio Manager on behalf of the Issuer, from one or more financial institutions or purchasers has been obtained (a refinancing provided pursuant to such loan or issuance, a “Refinancing”).

The Issuer will not obtain a Refinancing of less than all Classes of Secured Notes unless the Portfolio Manager, on behalf of the Issuer, determines and certifies to the Trustee that: (i) the Global Rating Agency Condition has been satisfied with respect to any remaining Secured Notes that are not the subject of the Refinancing; (ii) the proceeds from the Refinancing (together with Interest Proceeds available in accordance with the Priority of Payments to pay the accrued interest portion of the applicable Redemption Price) will be at least sufficient to pay the Redemption Price of the Class or Classes of Secured Notes subject to Refinancing; (iii) the aggregate principal amount of any obligations providing the Refinancing is equal to the aggregate principal amount of the Secured Notes being redeemed with the proceeds of such obligations plus an amount equal to the expenses in connection with such Refinancing (other than expenses to be paid by application of clause (X) of “—Application of Interest Proceeds”); (iv) the stated maturity of the obligations providing the Refinancing is no earlier than the Stated Maturity of the Secured Notes being refinanced; (v) the Refinancing Proceeds will be used (to the extent necessary) to redeem the applicable Secured Notes; (vi) the agreements relating to the Refinancing contain limited-recourse and non-petition provisions equivalent to those applicable to the Secured Notes being redeemed, as set forth in the Indenture; (vii) the obligations providing the Refinancing are not senior in priority of payment to the corresponding Class of Secured Notes being redeemed, (viii) the voting rights, consent rights, redemption rights and all other rights (other than the stated rate of interest) of the obligations providing the Refinancing are the same as the rights of the corresponding Class of Secured Notes being redeemed; and (ix) the expenses in connection with the Refinancing have been paid or will be adequately provided for from (x) the proceeds of the Refinancing (except for expenses owed to persons that agree to be paid solely as Administrative Expenses payable in accordance with the Priority of Payments) and/or (y) the application of clause (Z) of “—Application of Interest Proceeds”.

In addition to the foregoing restrictions, no replacement Class of Secured Notes will be issued in connection with a Refinancing of less than all Classes of Secured Notes unless the Issuer causes to be delivered to the Trustee an opinion of counsel in form and substance satisfactory to the Trustee to the effect that the issuance of such notes would not affect the U.S. Federal income tax treatment of any Secured Notes outstanding after giving effect to the Refinancing (including any resulting deemed exchange under Section 1001 of the Code) and not redeemed in the Refinancing.

In the case of a Refinancing of all Classes of Secured Notes, the Issuer will not obtain such Refinancing unless (i) the Refinancing Proceeds and all other available funds will be at least sufficient to redeem simultaneously the Secured Notes, in whole but not in part, and to pay the other amounts included in the aggregate Redemption Price and all accrued and unpaid applicable

Management Fees, Administrative Expenses (regardless of the Administrative Expense Cap), including the reasonable fees, costs, charges and expenses incurred by the Trustee and the Collateral Administrator (including reasonable attorneys’ fees and expenses) in connection with such Refinancing; provided that, in the event that the Redemption Date is not a Payment Date, any applicable Management Fees, the Administrative Expenses and other fees and expenses payable pursuant to the Priority of Payments will be calculated as of such Redemption Date, (ii) the Refinancing Proceeds and other available funds are used (to the extent necessary) to make such redemption and (iii) the agreements relating to the Refinancing contain limited-recourse and non-petition provisions equivalent to those applicable to the Secured Notes being redeemed, as set forth in the Indenture.

Refinancing Proceeds will not constitute Interest Proceeds or Principal Proceeds but will be applied directly on the related Redemption Date pursuant to the Indenture to redeem the Secured Notes being refinanced without regard to the Priority of Payments; provided, that to the extent that any Refinancing Proceeds are not applied to redeem the Secured Notes being refinanced or to pay expenses in connection with the Refinancing, such Refinancing Proceeds will be treated as Principal Proceeds.

No person, including the holders of the Notes will have any cause of action against any of the Co-Issuers, the Portfolio Manager or the Trustee for any failure to obtain a Refinancing. In the event that a Refinancing is obtained meeting the requirements specified above as certified by the Portfolio Manager, on behalf of the Issuer, then the Co-Issuers and the Trustee will amend the Indenture to the extent necessary to reflect the terms of the Refinancing and no further consent for such amendments shall be required from the holders of the Notes.

Redemption Prices ...... The redemption price of each Class of Secured Notes (the “Redemption Price” for such Secured Notes) will be (a) 100% of the outstanding principal amount of the Secured Notes to be redeemed plus (b) accrued and unpaid interest thereon (including, if applicable, interest on any accrued and unpaid Deferred Interest with respect to Deferrable Notes) to the Redemption Date, provided that, if the date of such redemption is not a Payment Date, the Secured Notes being redeemed shall receive the Break Funding Amount, if any; provided further, the holders of 100% of the aggregate outstanding principal amount of any Class of Secured Notes to be redeemed may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the holders of such Class of Secured Notes.

The Redemption Price for each Subordinated Note will be its proportional share of the amount of proceeds of the Assets (including proceeds created when the lien of the Indenture is released) remaining after giving effect to the redemption of the Secured Notes and payment in full of all expenses of the Co-Issuers.

Clean-up Call The Notes are redeemable at the option of the Co-Issuers acting at the Redemption: direction of the Portfolio Manager (a “Clean-up Call Redemption”) on any Business Day, in whole but not in part, on or after the Business Day on which the Aggregate Principal Balance of the Collateral Obligations and Eligible Investments has been reduced to 15% or less of the Target Initial Par Amount. See “Description of the Offered Securities—The Indenture and the Secured Notes—Clean-up Call Redemption.”

Mandatory Redemption: If a Coverage Test (as described under “Security for the Secured Notes—The Coverage Tests”) is not met on any Determination Date occurring subsequent to the Ramp-up Period (or, in the case of each Interest Coverage Test, at or subsequent to the Determination Date with respect to the second Payment Date), the Issuer will be required to apply available amounts in the Payment Account on the related Payment Date to make payments in accordance with the Note Payment Sequence to the extent necessary to achieve compliance with such Coverage Test, as described under “Priority of Payments”.

See “Description of the Offered Securities—The Indenture and the Secured Notes—Mandatory Redemption.”

Special Redemption: The Secured Notes will be subject to redemption in part by the Co-Issuers on any Payment Date during the Reinvestment Period if the Portfolio Manager acting in good faith and using commercially reasonable efforts is unable, for a period of 20 consecutive Business Days, to identify additional Collateral Obligations appropriate for reinvestment (and that would meet the criteria for reinvestment described under “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria”) in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations. On the first Payment Date following the Collection Period in which such notice is given, the amount in the Collection Account representing Principal Proceeds which the Portfolio Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described under “Priority of Payments—Application of Principal Proceeds.”

See “Description of the Offered Securities—The Indenture and the Secured Notes—Special Redemption.”

Priority of Payments:

Application of Interest Proceeds ... On each Payment Date (other than Payment Dates on which the Acceleration Priority of Payments is applicable) and any Redemption Date (other than a Redemption Date relating to a Refinancing), Interest Proceeds on deposit in the Collection Account that were received on or before the related Determination Date (or if such Determination Date is not a Business Day, the next succeeding Business Day) and that are transferred into the Payment Account, and, in the case of any Hedge Agreements, payments received on or before such Payment Date or Redemption Date and not previously so applied, will be applied in the following order of priority:

(A) to the payment of taxes (including taxes attributable to FATCA) and governmental fees (including registered office fees and annual return fees) owing by the Issuer or the Co-Issuer;

(B) to the payment of the accrued and unpaid Administrative Expenses up to the Administrative Expense Cap in the order set forth in the definition of Administrative Expenses; (C) to the payment of the Senior Management Fee to the Portfolio Manager;

(D) to the payment, pro rata, of any amounts due to any Hedge Counterparty under any Hedge Agreement other than amounts due as a result of the termination (or partial termination) of such Hedge Agreement;

(E) to the payment of accrued and unpaid interest on the Class A Notes;

(F) to the payment, pro rata based upon interest due, of accrued and unpaid interest on the Class B-1 Notes and the Class B-2 Notes;

(G) to the payment, pro rata, of any amounts due to any Hedge Counterparty under any Hedge Agreement pursuant to an early termination (or partial termination) of any Hedge Agreement as a result of a Priority Hedge Termination Event;

(H) on each Payment Date after the end of the Ramp-up Period, if either of the Class A/B Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause both Class A/B Coverage Tests to be met;

(I) to the payment of accrued and unpaid interest on the Class C Notes;

(J) on each Payment Date after the end of the Ramp-up Period, if either of the Class C Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause both Class C Coverage Tests to be met;

(K) to the payment of any Deferred Interest on the Class C Notes;

(L) to the payment, pro rata based upon interest due, of accrued and unpaid interest on the Class D-1 Notes and the Class D-2 Notes;

(M) on each Payment Date after the end of the Ramp-up Period, if either of the Class D Coverage Tests is not satisfied on 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 met;

(N) to the payment, pro rata based upon the amount of Deferred Interest, of any Deferred Interest on the Class D-1 Notes and the Class D-2 Notes;

(O) to the payment of accrued and unpaid interest on the Class E Notes;

(P) on each Payment Date after the end of the Ramp-up Period, if either of the Class E Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause both Class E Coverage Tests to be met;

(Q) to the payment of any Deferred Interest on the Class E Notes;

(R) to the payment of accrued and unpaid interest on the Class F Notes;

(S) on each Payment Date after the end of the Ramp-up Period, if the Class F Overcollateralization Ratio Test is not satisfied on the related Determination Date, to make payments in accordance with the Note

Payment Sequence to the extent necessary to cause the Class F Overcollateralization Ratio Test to be met;

(T) to the payment of any Deferred Interest on the Class F Notes;

(U) (1) on any Payment Date prior to the end of the Ramp-up Period, any remaining Interest Proceeds will be deposited into the Interest Reserve Account and (2) on any Payment Date after the end of the Ramp-up Period, if an Effective Date Ratings Confirmation Failure exists on such Payment Date, at the election of the Portfolio Manager, to (x) the payment of principal of the Secured Notes in accordance with the Note Payment Sequence or (y) to purchase Collateral Obligations, in each case, in the amount necessary so that each Rating Agency will be able to confirm its initial rating on the Secured Notes or the Secured Notes are paid in full, as applicable;

(V) during the Reinvestment Period only, if the Interest Reinvestment Test is not satisfied on the related Determination Date, an amount equal to the lesser of (i) 50% of the Interest Proceeds remaining as of such Payment Date and (ii) an amount which would cause the Interest Reinvestment Test to be satisfied to the Collection Account as Principal Proceeds to purchase additional Collateral Obligations;

(W) to the payment of any accrued and unpaid Subordinated Management Fee, together with accrued interest thereon, to the Portfolio Manager;

(X) (1) first, to the payment of any Administrative Expenses not paid in full pursuant to clause (B) above due to the limitation contained therein and (2) second, to the payment of any expenses incurred in connection with a Refinancing;

(Y) to the payment of any amounts due to any Hedge Counterparty under any Hedge Agreement pursuant to an early termination (or partial termination) of any Hedge Agreement not otherwise paid pursuant to clause (G) above;

(Z) to the holders of the Subordinated Notes in an amount necessary (taking into account all payments made to the holders of the Subordinated Notes on prior Payment Dates) to cause the Incentive Management Fee Threshold to be satisfied; and

(AA) any remaining Interest Proceeds shall be paid as follows: (i) 20% of such remaining Interest Proceeds to the Portfolio Manager as the Incentive Management Fee and (ii) 80% of such remaining Interest Proceeds to the holders of the Subordinated Notes.

Application of Principal Proceeds . On each Payment Date (other than Payment Dates on which the Acceleration Priority of Payments is applicable) and any Redemption Date (other than a Redemption Date relating to a Refinancing), Principal Proceeds on deposit in the Collection Account that were received on or before the related Determination Date, and that are transferred to the Payment Account, will be applied, except for any Principal Proceeds that will be used to settle binding commitments (entered into prior to such Determination Date) for the purchase of Collateral Obligations, in the following order of priority:

(A) to pay the amounts referred to in clauses (A) through (G) of “— Application of Interest Proceeds” above (in the priority stated therein), but (a) only to the extent not paid in full thereunder and (b)

subject to any applicable cap set forth therein; provided that, if the Senior Notes have been repaid in full prior to any such Payment Date, such Principal Proceeds shall be applied to pay the amounts referred to in “—Application of Interest Proceeds” above, through and including full payment of accrued and unpaid interest on the Class of Notes that is the Controlling Class on such Payment Date; (B) if any Overcollateralization Ratio Test or Interest Coverage Test is not satisfied as of the related Determination Date after giving effect to the application of the amounts referred to in clauses (H) through (S) of “—Application of Interest Proceeds” above, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause each such test to be met; (C) to make payments in accordance with the Note Payment Sequence in the amount of the Special Redemption Amount, if any; (D) on any Redemption Date (other than a Redemption Date relating to a Refinancing), (1) first, to pay the Redemption Price of the Secured Notes in accordance with the Note Payment Sequence and (2) second, to the payments under clauses (W) through (Y) of “— Application of Interest Proceeds” above (in the same order of priority specified thereunder, but only to the extent not paid in full thereunder and without regard to any cap thereunder); (E) to the extent not paid in full after application of the amounts referred to under “—Application of Interest Proceeds” above, to the payment of (1) first, accrued and unpaid interest on the Class C Notes and (2) second, any Deferred Interest on the Class C Notes, but, in each case, only to the extent that after giving effect to such payments, each Overcollateralization Ratio Test and Interest Coverage Test will be satisfied on a pro forma basis; (F) to the extent not paid in full after application of the amounts referred to under “—Application of Interest Proceeds” above, to the payment of (1) first, pro rata based upon interest due, accrued and unpaid interest on the Class D-1 Notes and the Class D-2 Notes and (2) second, pro rata based upon the amount of Deferred Interest, any Deferred Interest on the Class D-1 Notes and the Class D-2 Notes, but, in each case, only to the extent that after giving effect to such payments, each Overcollateralization Ratio Test and Interest Coverage Test will be satisfied on a pro forma basis; (G) to the extent not paid in full after application of the amounts referred to under “—Application of Interest Proceeds” above, to the payment of (1) first, accrued and unpaid interest on the Class E Notes and (2) second, any Deferred Interest on the Class E Notes, but, in each case, only to the extent that after giving effect to such payments, each Overcollateralization Ratio Test and Interest Coverage Test will be satisfied on a pro forma basis; (H) to the extent not paid in full after application of the amounts referred to under “—Application of Interest Proceeds” above, to the payment of (1) first, accrued and unpaid interest on the Class F Notes and (2) second, any Deferred Interest on the Class F Notes, but, in each case, only to the extent that after giving effect to such payments, each Overcollateralization Ratio Test and Interest Coverage Test will be satisfied on a pro forma basis;

(I) (1) during the Reinvestment Period, at the discretion of the Portfolio Manager, to the Collection Account as Principal Proceeds to invest in Eligible Investments and/or additional Collateral Obligations and (2) after the Reinvestment Period, at the discretion of the Portfolio Manager, to invest Principal Proceeds received with respect to any Reinvestable Obligation in Eligible Investments and/or additional Collateral Obligations in accordance with the requirements described under “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria”;

(J) after the Reinvestment Period, to make payments in accordance with the Note Payment Sequence;

(K) after the Reinvestment Period, to the payment of any accrued and unpaid Subordinated Management Fee, together with accrued interest thereon, to the Portfolio Manager;

(L) to Administrative Expenses as referred to in clause (X)(1) of “— Application of Interest Proceeds” above (in the priority stated therein), but only to the extent not paid in full thereunder;

(M) after the Reinvestment Period, to the payment, pro rata, of any amount due to any Hedge Counterparty as referred to in clause (Y) of “—Application of Interest Proceeds” above, but only to the extent not paid in full thereunder;

(N) to the holders of Subordinated Notes in an amount necessary (taking into account all payments made to the holders of Subordinated Notes on prior Payment Dates and all payments made under clause (Z) of “—Application of Interest Proceeds” above on such Payment Date) to cause the Incentive Management Fee Threshold to be satisfied; and

(O) any remaining Principal Proceeds shall be paid as follows: (i) 20% of such remaining Principal Proceeds to the Portfolio Manager as the Incentive Management Fee and (ii) 80% of such remaining Principal Proceeds to the holders of the Subordinated Notes. In determining the amount of any principal payment required to satisfy any Coverage Test after the Reinvestment Period, for purposes of the priorities set forth under “—Application of Interest Proceeds” above, the aggregate outstanding principal amount of the Secured Notes shall give effect to the application of Principal Proceeds to be used on the applicable Payment Date to repay principal of the Secured Notes, and the application of Interest Proceeds on such Payment Date pursuant to all prior clauses in the priorities set forth under “—Application of Interest Proceeds” above. Acceleration Priority of Notwithstanding the provisions of “—Application of Interest Proceeds” and Payments...... “—Application of Principal Proceeds,” on the Stated Maturity of the Notes and, if declaration of acceleration of the maturity of the Secured Notes has occurred following an Event of Default and such acceleration has not been rescinded or annulled (an “Acceleration Event”), on each date or dates fixed by the Trustee, all Interest Proceeds and Principal Proceeds in respect of the Assets will be applied in the following order of priority (the “Acceleration Priority of Payments”):

(A) to pay all amounts under clauses (A) through (D) of “—Application of Interest Proceeds” above (provided that, with respect to clause (B)

thereof, (x) following the commencement of a liquidation of the Assets after an Event of Default pursuant to the Indenture or (y) with respect to any payments on the Stated Maturity of the Notes, the Administrative Expense Cap shall be disregarded);

(B) to the payment of accrued and unpaid interest on the Class A Notes until such amount has been paid in full;

(D) to the payment, pro rata based upon interest due, of (1) accrued and unpaid interest on the Class B-1 Notes and (2) accrued and unpaid interest on the Class B-2 Notes until such amounts have been paid in full;

(E) to the payment, pro rata based upon the aggregate outstanding principal amount, of (1) principal of the Class B-1 Notes and (2) principal of the Class B-2 Notes until such amounts have been paid in full;

(F) to the payment, pro rata, of any amounts due to any Hedge Counterparty or under any Hedge Agreement pursuant to an early termination (or partial termination) of any Hedge Agreement as a result of a Priority Hedge Termination Event;

(G) to the payment of accrued and unpaid interest and any Deferred Interest on the Class C Notes until such amounts have been paid in full;

(H) to the payment of principal of the Class C Notes until such amount has been paid in full;

(I) to the payment, pro rata based upon accrued and unpaid interest and Deferred Interest, in the aggregate, of (1) accrued and unpaid interest and any Deferred Interest on the Class D-1 Notes and (2) accrued and unpaid interest and any Deferred Interest on the Class D-2 Notes until such amounts have been paid in full;

(J) to the payment, pro rata based upon the Aggregate Outstanding Amount of each such Class, of (1) principal of the Class D-1 Notes and (2) principal of the Class D-2 Notes until such amounts have been paid in full;

(K) to the payment of accrued and unpaid interest and any Deferred Interest on the Class E Notes until such amounts have been paid in full;

(L) to the payment of principal of the Class E Notes until such amount has been paid in full;

(M) to the payment of accrued and unpaid interest and any Deferred Interest on the Class F Notes until such amounts have been paid in full;

(N) to the payment of principal of the Class F Notes until such amount has been paid in full;

(O) to the payment of any accrued and unpaid Subordinated Management Fee, together with accrued interest thereon, to the Portfolio Manager;

(P) to the payment of any Administrative Expenses not paid in full pursuant to clause (A) above due to the limitation contained therein (in the priority stated therein);

(Q) to the payment of any amounts due to any Hedge Counterparty under any Hedge Agreement pursuant to an early termination (or partial termination) of such Hedge Agreement not otherwise paid in full pursuant to clause (F) above;

(R) to the holders of Subordinated Notes in an amount necessary (taking into account all payments made to the holders of the Subordinated Notes on prior Payment Dates) to cause the Incentive Management Fee Threshold to be satisfied; and

(S) any remaining proceeds shall be paid as follows: (i) 20% of such remaining amounts to the Portfolio Manager as the Incentive Management Fee and (ii) 80% of such remaining amounts to the holders of the Subordinated Notes.

Note Payment Sequence ...... The “Note Payment Sequence” shall be the application, in accordance with the Priority of Payments described above, of Interest Proceeds or Principal Proceeds, as applicable, in the following order:

(i) to the payment of principal of the Class A Notes, in each case, until the Class A Notes have been paid in full;

(ii) to the payment, pro rata based upon the aggregate outstanding principal amount, of (1) principal of the Class B-1 Notes and (2) principal of the Class B-2 Notes until such Notes have been paid in full;

(iii) to the payment of accrued and unpaid interest and any Deferred Interest on the Class C Notes until such amounts have been paid in full;

(iv) to the payment of principal of the Class C Notes until the Class C Notes have been paid in full;

(v) to the payment, pro rata based upon accrued and unpaid interest and Deferred Interest, in the aggregate, of (1) accrued and unpaid interest and any Deferred Interest on the Class D-1 Notes and (2) accrued and unpaid interest and any Deferred Interest on the Class D-2 Notes until such amounts have been paid in full;

(vi) to the payment of principal of the Class D-1 Notes and the Class D-2 Notes, pro rata, based upon the Aggregate Outstanding Amount of each such Class, until the Class D-1 Notes and the Class D-2 Notes have been paid in full;

(vii) to the payment of accrued and unpaid interest and any Deferred Interest on the Class E Notes until such amounts have been paid in full;

(viii) to the payment of principal of the Class E Notes until the Class E Notes have been paid in full.

(ix) to the payment of accrued and unpaid interest and any Deferred Interest on the Class F Notes until such amounts have been paid in full;

(x) to the payment of principal of the Class F Notes until the Class F Notes have been paid in full.

The “Determination Date” is the last day of each Collection Period.

Portfolio Management Fees: The Management Fees consist of (i) the Senior Management Fee in the amount of 0.15% per annum (calculated on the basis of a 360-day year and the actual number of days elapsed in the related Collection Period) of the Fee Basis Amount as of the first day of the related Collection Period, (ii) the Subordinated Management Fee in the amount of 0.25% per annum (calculated on the basis of a 360-day year and the actual number of days elapsed in the related Collection Period) of the Fee Basis Amount as of the first day of the related Collection Period and (iii) an Incentive Management Fee equal to: (A)(1) 20% of the remaining Interest Proceeds, if any, available for payment pursuant to clause (AA) of “—Priority of Payments—Application of Interest Proceeds”, plus (2) 20% of the remaining Principal Proceeds, if any, available for payment pursuant to clause (O) of “—Priority of Payments—Application of Principal Proceeds” or (B) 20% of the remaining amounts, if any, available for payment pursuant to clause (S) of the “—Priority of Payments— Acceleration Priority of Payments,” in each case, calculated and subject to the limitations described under “The Portfolio Management Agreement” and are payable as described under “—Priority of Payments.”

The Subordinated Management Fee is payable on each Payment Date after the end of the Ramp-up Period (but, for the avoidance of doubt, will accrue with respect to each Collection Period) only to the extent that sufficient Interest Proceeds and/or Principal Proceeds are available, and, to the extent any such Subordinated Management Fee is not paid on any such Payment Date after the end of the Ramp-up Period for any reason, such payment will be deferred and will accrue interest at LIBOR, compounded quarterly (calculated on the basis of a 360-day year and the actual number of days elapsed in the related Collection Period).

Security for the Secured Notes:

General ...... The Secured Notes will be secured by the Assets, which include the various accounts pledged under the Indenture. In purchasing and selling Collateral Obligations, the Issuer will generally be required to meet certain requirements imposed by the Concentration Limitations described under “—Concentration Limitations” and “Security for the Secured Notes—The Concentration Limitations,” the Collateral Quality Test described under the “—Collateral Quality Test” and “Security for the Secured Notes—The Collateral Quality Test,” the Coverage Tests described under “—Coverage Tests” and “Security for the Secured Notes—The Coverage Tests” and various other criteria described under “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria.” Substantially all of the Collateral Obligations will be rated below investment- grade and accordingly will have greater credit and liquidity risk than investment-grade corporate obligations. See “Risk Factors—Relating to Collateral Obligations—Below Investment-Grade Assets.” The initial portfolio of Collateral Obligations will be purchased and/or refinanced through the application of the net proceeds of the sale of the Offered Securities. See “Security for the Secured Notes—Collateral Obligations.”

During the Ramp-up Period (as defined below), pending investment in such Collateral Obligations, a portion of such net proceeds will be invested in Eligible Investments.

Collateral Obligations ...... An obligation meeting the standards set forth below, whether pledged to the Trustee on the Closing Date, during the Ramp-up Period or thereafter, will constitute a “Collateral Obligation.”

An obligation will be eligible for purchase by the Issuer and pledge to the Trustee as a Collateral Obligation if it is a debt obligation (including, but not limited to, interests in bank loans acquired by way of a sale or assignment, and high-yield debt securities), Participation Interest or Pre-funded Letter of Credit that as of the date of acquisition by the Issuer (collectively, the “Eligibility Criteria”):

(i) is U.S. Dollar denominated and is neither convertible by the issuer thereof into, nor payable in, any other currency;

(ii) is not a Defaulted Obligation;

(iii) is not a lease;

(iv) has not deferred payment of any accrued, unpaid interest which would have otherwise been due and continues to remain unpaid;

(v) provides for a fixed amount of principal payable in cash on scheduled payment dates and/or at maturity and does not by its terms provide for earlier amortization or prepayment at a price of less than par;

(vi) does not constitute Margin Stock;

(vii) is not a Margin Loan;

(viii) has payments that do not subject the Issuer to withholding tax unless the related obligor is required to make “gross-up” payments that cover the full amount of any such withholding tax on an after tax basis (for the avoidance of doubt, this clause shall not apply to commitment fees, letter of credit fees, Pre-funded Letter of Credit fees or similar fees or to withholding imposed under or in respect of FATCA);

(ix) has a Moody’s Default Probability Rating of at least “Caa3” and an S&P Rating of at least “CCC–”;

(x) is not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Portfolio Manager;

(xi) except for Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations, is not an obligation pursuant to which any future advances or payments, other than Excepted Advances, to the borrower or the obligor thereof may be required to be made by the Issuer;

(xii) does not have an “f,” “r,” “p,” “pi,” “q,” “t” or “sf” subscript assigned by S&P;

(xiii) is not a Related Obligation;

(xiv) is not subject to an Offer other than (a) an offer of publicly traded registered securities with equal or greater face value and similar terms issued in exchange for securities issued under Rule 144A or (b) a Permitted Offer;

(xv) is not a Structured Finance Obligation;

(xvi) is not a Synthetic Security;

(xvii) will not require the Issuer, the Co-Issuer or the pool of Assets to be registered as an investment company under the Investment Company Act;

(xviii) is not an Equity Security or attached with a warrant to purchase Equity Securities and does not provide for mandatory or optional conversion for Equity Securities; provided, however, that a Collateral Obligation may be by its terms convertible into or exchangeable, in part, for an Equity Security, but only if the convertible or exchangeable portion of such Collateral Obligation constitutes no more than 2% of the Principal Balance of such Collateral Obligation;

(xix) is not a Bridge Loan;

(xx) is not a Deferrable Security;

(xxi) is not an obligation which matures after the Stated Maturity of the Notes;

(xxii) is not a Zero Coupon Security and does not pay interest less frequently than semi-annually;

(xxiii) will not consist of a Small Obligor Loan where the total potential indebtedness of the obligor under all of its loan agreements, indentures and other underlying instruments, in each case, at the time such Small Obligor Loan was entered into by such obligor was less than $125,000,000; and

(xxiv) is acquired and owned in full compliance with the restrictions set forth on Exhibit A to the Portfolio Management Agreement.

Hedge Agreements ...... Subject to certain restrictions, the Issuer is permitted to enter into one or more interest rate Hedge Agreements, with any one or more institutions entering into or guaranteeing a Hedge Agreement with the Issuer (each, a “Hedge Counterparty”). See “Security for the Secured Notes—Hedge Agreements.” Each Hedge Agreement shall require satisfaction of the Global Rating Agency Condition.

Portfolio Management: Management of the portfolio will be conducted by the Portfolio Manager pursuant to a portfolio management agreement to be entered into between the Issuer and the Portfolio Manager (the “Portfolio Management Agreement”). Under the Portfolio Management Agreement, and subject to the limitations of the Indenture, the Portfolio Manager will manage the selection, acquisition, reinvestment and disposition of the Assets, including exercising rights and remedies associated with the Assets, disposing of the Assets and certain related functions.

Use of Proceeds: The net cash proceeds of the offering of the Offered Securities will be applied by the Issuer to make deposits into certain accounts and to purchase Collateral Obligations on and after the Closing Date, all of which will be pledged under the Indenture by the Issuer to the Trustee. See “Use of Proceeds.”

Purchase of Collateral The Issuer is expected to have entered into binding agreements to purchase, on Obligations; Ramp-up Period: or about the Closing Date, Collateral Obligations the Aggregate Principal Balance of which is approximately 63% of the Target Initial Par Amount. The Issuer will use commercially reasonable efforts to have purchased or to have entered into binding agreements to purchase, by the earlier of (a) 150 days after the Closing Date and (b) the date selected by the Portfolio Manager and upon which (x) the Issuer has purchased, or entered into binding commitments to purchase, Collateral Obligations, including Collateral Obligations acquired by the Issuer on or prior to the Closing Date, and the sum of (i) the Aggregate Principal Balance of such Collateral Obligations (other than Defaulted Obligations) and (ii) the Moody’s Collateral Value of any such Collateral Obligations that are Defaulted Obligations equals or exceeds the Target Initial Par Amount (not including the reduction in the Aggregate Principal Balance of any Collateral Obligation after the Closing Date as a result of prepayments, maturities or redemptions) (the “Target Initial Par Condition”) and (y) each of the Overcollateralization Ratio Tests, the Effective Date Overcollateralization Test, the Collateral Quality Test (other than the S&P CDO Monitor Test) and the Concentration Limitations has been satisfied (the period from the Closing Date to such date being the “Ramp-up Period”).

It is expected, but there can be no assurance, that the Concentration Limitations, the Collateral Quality Test (other than the S&P CDO Monitor Test), the Target Initial Par Condition, the Effective Date Overcollateralization Test and each of the Overcollateralization Ratio Tests described herein will be satisfied not later than the end of the Ramp-up Period.

The Issuer will be subject to certain Interim Targets during the Ramp-up Period, as described under “Use of Proceeds—Ramp-up Period.”

If an Effective Date Ratings Confirmation Failure exists on any Payment Date after the end of the Ramp-up Period, the Portfolio Manager will be required to use certain Interest Proceeds, in accordance with the priorities set forth in “— Priority of Payments—Application of Interest Proceeds”, to either (x) make payments of principal of the Secured Notes in accordance with the Note Payment Sequence or (y) purchase Collateral Obligations, in each case, in the amount necessary so that each Rating Agency will be able to confirm its initial rating on the Secured Notes or the Secured Notes are paid in full, as applicable.

Reinvestment Period ...... The “Reinvestment Period” will be the period from and including the Closing Date to and including the earlier of (i) the Payment Date in July 2017 or (ii) the date of the acceleration of the maturity of any Class of Secured Notes due to an Event of Default as described under “Description of the Offered Securities—The Indenture and the Secured Notes—The Indenture”. See “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria.”

Collateral Quality Test: The “Collateral Quality Test” will be satisfied if, as of any date of determination at, or subsequent to, the end of the Ramp-up Period (or, with respect to the test set forth in clause (vii) below, as of or subsequent to any date of determination immediately following receipt by the Portfolio Manager and the Collateral Administrator of the Class Break-even Default Rates with respect to the S&P CDO Monitor), in the aggregate, the Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation, proposed to be owned) by the Issuer satisfy each of the tests set forth below (see “Security for the Secured Notes—The Collateral Quality Test”):

(i) the Minimum Moody’s Fixed Coupon Test;

(ii) the Minimum S&P Fixed Coupon Test;

(iii) the Minimum Moody’s Floating Spread Test;

(iv) the Minimum S&P Floating Spread Test;

(v) the Maximum Moody’s Rating Factor Test;

(vi) the Moody’s Diversity Test;

(vii) the S&P CDO Monitor Test;

(viii) the Minimum Weighted Average Moody’s Recovery Rate Test;

(ix) the Minimum Weighted Average S&P Recovery Rate Test; and

(x) the Weighted Average Life Test.

The “Minimum Moody’s Fixed Coupon Test” will be satisfied on any date of determination if the Moody’s Weighted Average Fixed Coupon plus the Excess Moody’s Weighted Average Floating Spread equals or exceeds the Minimum Fixed Coupon. The “Minimum S&P Fixed Coupon Test” will be satisfied on any date of determination if the S&P Weighted Average Fixed Coupon plus the Excess S&P Weighted Average Floating Spread equals or exceeds the Minimum Fixed Coupon. The “Minimum Moody’s Floating Spread Test” will be satisfied on any date of determination if (a) the sum of (i) the Moody’s Weighted Average Floating Spread and (ii) the Excess Moody’s Weighted Average Fixed Coupon equals or exceeds (b) the greater of (x) the Minimum Moody’s Floating Spread minus the Recovery Rate Adjustment Amount and (y) 1.75%. The “Minimum S&P Floating Spread Test” will be satisfied on any date of determination if (a) the sum of (i) the S&P Weighted Average Floating Spread and (ii) the Excess S&P Weighted Average Fixed Coupon equals or exceeds (b) the Minimum S&P Floating Spread. “Minimum Fixed Coupon” means 6.5%.

“Minimum Moody’s Floating Spread” as of any date of determination means the number set forth in the column entitled “Minimum Weighted Average Spread” in the table within the definition of Minimum Diversity/Maximum Rating/Minimum Spread Matrix based upon the applicable “row/column combination” chosen by the Portfolio Manager (or the interpolating between two adjacent rows and/or two adjacent columns, as applicable) in accordance with the Indenture.

“Minimum S&P Floating Spread” as of any date of determination means the number set forth in the column entitled “Minimum Weighted Average Floating Spread” in the applicable S&P Test Matrix, in each case as applicable on such date of determination. The “Maximum Moody’s Rating Factor Test” will be satisfied on any date of determination if the Weighted Average Moody’s Rating Factor of the Collateral Obligations is less than or equal to the “Maximum Weighted Average Moody’s Rating Factor” as determined by reference to the chart within the definition of Minimum Diversity/Maximum Rating/Minimum Spread Matrix, based upon the applicable “row/column combination” chosen by the Portfolio Manager (or the interpolating between two adjacent rows and/or two adjacent columns, as applicable) in accordance with the Indenture, plus the Recovery Rate Adjustment Amount. “Recovery Rate Adjustment Amount” means, as of any date of determination, an amount equal to the product of (i) the allocated portion of the Recovery Rate Excess Amount (determined in accordance with the proviso below) and (ii) (A) with respect to the adjustment of the Maximum Moody’s Rating Factor Test, 70 and (B) with respect to the adjustment of the Minimum Moody’s Floating Spread Test, 0.10%; provided, however, that the Recovery Rate Excess Amount will be allocated to the adjustments with respect to the Maximum Moody’s Rating Factor Test and the Minimum Moody’s Floating Spread Test on any date of determination such that the sum of the amount allocated to each such test does not exceed the Recovery Rate Excess Amount on such date, and the Portfolio Manager shall designate to the Collateral Administrator in writing on each such date the portion of such amount that shall be allocated to the adjustment with respect to the Maximum Moody’s Rating Factor Test (and multiplied by the amount set forth in clause (ii)(A) above) and the portion of such amount that shall be allocated to the adjustment with respect to the Minimum Moody’s Floating Spread Test (and multiplied by the amount set forth in clause (ii)(B) above) (it being understood that, absent an express designation by the Portfolio Manager, all such amounts shall be allocated to the adjustment with respect to the Maximum Moody’s Rating Factor Test (and multiplied by the amount set forth in clause (ii)(A) above)). The “Recovery Rate Excess Amount” means, as of any date of determination, an amount equal to the product of (I) the greater of (a) zero and (b) (i) the Weighted Average Moody’s Recovery Rate as of such date of determination minus (ii) 44% and (II) 100; provided, that if as of such date of determination the Weighted Average Moody’s Recovery Rate is (x) greater than or equal to 60%, then solely for the purpose of calculating the Recovery Rate Excess Amount, the Weighted Average Moody’s Recovery Rate shall be deemed to equal 60% or (y) less than the Minimum Weighted Average Moody’s Recovery Rate, then solely for the purpose of calculating the Recovery Rate Excess Amount, the Weighted Average Moody’s Recovery Rate shall be deemed to equal the Minimum Weighted Average Moody’s Recovery Rate. The “Moody’s Diversity Test” will be satisfied on any date of determination if the Diversity Score (rounded up to the nearest whole number) equals or exceeds the number set forth in the column entitled “Minimum Diversity Score” in the Minimum Diversity/Maximum Rating/Minimum Spread Matrix based upon the applicable “row/column combination” chosen by the Portfolio Manager (with notice to the Collateral Administrator) (or the interpolating between two adjacent rows and/or two adjacent columns, as applicable) in accordance with the Indenture.

The Portfolio Manager will use the “Minimum Diversity/Maximum Rating/Minimum Spread Matrix” to select the “row/column combination” to apply initially for purposes of the Moody’s Diversity Test, the Minimum Moody’s Floating Spread Test and the Maximum Moody’s Rating Factor. After the last day of the Ramp-up Period, at any time on written notice to the Trustee, the Collateral Administrator and the Issuer, the Portfolio Manager may select a different “row/column combination” to apply to the Collateral Obligations; provided, that the Collateral Obligations comply with the “row/column combination” to which the Portfolio Manager desires to change. If the Collateral Obligations cease to comply with the “row/column combination” which the Portfolio Manager has elected to apply, the Portfolio Manager shall promptly select a “row/column combination” with respect to which the Collateral Obligations comply (or which will not cause the Collateral Obligations to be further out of compliance with any Collateral Quality Test measured by reference to the Minimum Diversity/Maximum Rating/Minimum Spread Matrix). Notwithstanding the foregoing, the Portfolio Manager may elect at any time after the last day of the Ramp-up Period, in lieu of selecting a “row/column combination” of the Minimum Diversity/Maximum Rating/Minimum Spread Matrix to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

The “S&P CDO Monitor Test” will be satisfied on any date of determination following receipt by the Portfolio Manager and the Collateral Administrator of the Class Break-even Default Rates if, with respect to each Class of Secured Notes, after giving effect to the sale of a Collateral Obligation or the purchase of a Collateral Obligation, as the case may be, either (x) the Class Default Differential with respect to such Class of Secured Notes is positive or (y) the Class Default Differential with respect to such Class of Secured Notes of the Proposed Portfolio is equal to or greater than the Class Default Differential with respect to such Class of Secured Notes of the Current Portfolio.

The “Minimum Weighted Average Moody’s Recovery Rate Test” will be satisfied on any date of determination if the Weighted Average Moody’s Recovery Rate equals or exceeds the Minimum Weighted Average Moody’s Recovery Rate.

The “Minimum Weighted Average S&P Recovery Rate Test” for each Class of Secured Notes then outstanding will be satisfied as of any Measurement Date if the Weighted Average S&P Recovery Rate equals or exceeds the S&P Recovery Rate determined by reference to the S&P Test Matrix based upon the applicable row/column combination chosen by the Portfolio Manager.

The “Weighted Average Life Test” is a test that is satisfied if the Weighted Average Life of the Collateral Obligations is less than or equal to (A) the lesser of (x) 8.0 and (y) the Maximum Weighted Average Life associated with the then applicable Break-even Rate Case minus (B)(1) the number of three month periods that have elapsed since the Closing Date divided by (2) four.

Concentration Limitations: The “Concentration Limitations” will be satisfied if, as of any date of determination at or subsequent to the end of the Ramp-up Period, in the aggregate, the Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation, proposed to be owned) by the Issuer comply with all of the requirements set forth below:

Non-Emerging Market Obligors .... (i) all of the Collateral Obligations must be issued by Non-Emerging Market Obligors and the country of organization of such obligor must either (x) be the United States or (y) have a country ceiling for foreign currency bonds rating of at least “Aa2” by Moody’s;

Domicile of Obligor ...... (ii) no more than the percentage listed below of the Collateral Principal Amount may be issued by obligors Domiciled in the country or countries set forth opposite such percentage:

% Limit Country or Countries 20% All countries (in the aggregate) other than the United States; 20% Canada; 10% Any individual Group I Country; 7.5% All Group II Countries in the aggregate; 5% Any individual Group II Country; 5% All Group III Countries in the aggregate; 0% All Group IV Countries in the aggregate; 5% All countries (in the aggregate) other than the United States, Canada, any Group I Country, any Group II Country, any Group III Country or any Group IV Country; 5% Any individual country other than the United States, Canada, any Group I Country, any Group II Country, any Group III Country or any Group IV Country; 0% Spain; 0% Ireland; 5% Bermuda; 5% British Virgin Islands; and 5% Cayman Islands;

provided, however, not more than 5% of the Collateral Principal Amount may consist of Collateral Obligations issued by obligors for which Domicile is determined pursuant to clause (ii) of the definition thereof;

Delayed Drawdown/ (iii) the sum of the aggregate unfunded commitments under Delayed Revolving Collateral Obligations .. Drawdown Collateral Obligations that are available to be funded and the Aggregate Principal Balance of Revolving Collateral Obligations may not be more than 10% of the Collateral Principal Amount;

Moody’s Counterparty Criteria ...... (iv) the Moody’s Counterparty Criteria are met;

Senior Secured Loans ...... (v) not less than 90% of the Collateral Principal Amount may consist of Senior Secured Loans;

Floating Rate Collateral (vi) not less than 95% of the Collateral Principal Amount may consist of Obligations ...... floating rate Collateral Obligations;

Participation Interests ...... (vii) not more than 20% of the Collateral Principal Amount may consist of Participation Interests;

Second Lien Loans ...... (viii) not more than 10% of the Collateral Principal Amount may consist of Collateral Obligations that are Second Lien Loans;

Partial Deferrable Securities ...... (ix) not more than 5% of the Collateral Principal Amount may consist of Partial Deferrable Securities;

DIP Collateral Obligations ...... (x) not more than 7.5% of the Collateral Principal Amount may consist of DIP Collateral Obligations and not more than 2% of the Collateral Principal Amount may consist of DIP Collateral Obligations issued by a single obligor;

Single Obligor ...... (xi) not more than 2% of the Collateral Principal Amount may consist of obligations issued by a single obligor and its affiliates, except that up to 2.5% of the Collateral Principal Amount may consist of obligations issued by each of up to five obligors and their respective affiliates; provided, however, that, for purposes of the foregoing, independently operated obligors under common ownership of a hedge fund, private equity fund or any other person shall not be considered “affiliates” due to such common ownership;

Rating of “Caa1”/“CCC+” and (xii) (a) not more than 7.5% of the Collateral Principal Amount may below ...... consist of Caa Collateral Obligations and (b) not more than 7.5% of the Collateral Principal Amount may consist of CCC Collateral Obligations;

Third Party Credit Exposure ...... (xiii) the Third Party Credit Exposure may not exceed 20% of the Collateral Principal Amount and the Third Party Credit Exposure with counterparties with a rating below “AA” by S&P may not exceed 5% of the Collateral Principal Amount; provided, that no Third Party Credit Exposure is permitted with counterparties that do not have a long-term debt rating of at least “A” by S&P and a short-term debt rating of at least “A-1” by S&P (or a long-term debt rating of at least “A+” by S&P);

S&P Rating Derived from a (xiv) not more than 10% of the Collateral Principal Amount may consist of Moody’s Rating ...... Collateral Obligations with an S&P Rating derived from a Moody’s Rating as set forth in clause (ii)(a) of the definition of the term “S&P Rating;”

Moody’s Rating Derived from an (xv) not more than 10% of the Collateral Principal Amount may consist of S&P Rating ...... Collateral Obligations with a Moody’s Rating derived from an S&P Rating as provided in clauses (A)(1), (2) or (3) of the definition of the term “Moody’s Derived Rating;”

S&P Industry Classifications ...... (xvi) not more than 10% of the Collateral Principal Amount may consist of Collateral Obligations that are issued by obligors that belong to any single S&P industry classification, except that up to two S&P industry classifications may each represent up to 12% and one S&P industry classification may represent up to 15% of the Collateral Principal Amount;

Pre-funded Letters of Credit ...... (xvii) not more than 3% of the Collateral Principal Amount may consist of Pre-funded Letters of Credit;

Current Pay Obligations ...... (xviii) not more than 2.5% of the Collateral Principal Amount may consist of Current Pay Obligations;

Cov-Lite Loans ...... (xix) not more than 60% of the Collateral Principal Amount may consist of Cov-Lite Loans;

High Yield Bond ...... (xx) not more than 5% of the Collateral Principal Amount may consist of Collateral Obligations that are High Yield Bonds;

Discount Obligation ...... (xxi) not more than 10% of the Collateral Principal Amount may consist of Collateral Obligations that are Discount Obligations;

Non-Quarterly Assets ...... (xxii) not more than 5% of the Collateral Principal Amount may consist of Collateral Obligations that are Non-Quarterly Assets;

Small Obligor Loans ...... (xxiii) not more than 3% of the Collateral Principal Amount may consist of Collateral Obligations that are Small Obligor Loans; and Convertible Obligations ...... (xxiv) not more than 10% of the Collateral Principal Amount may consist of Collateral Obligations that are convertible into or exchangeable, in part, for an Equity Security. “Group I Country” means The Netherlands, the United Kingdom and Australia (or such other countries as may become publicly available under published criteria or such other countries the Portfolio Manager is otherwise notified of by Moody’s from time to time). “Group II Country” means Germany, Ireland, Sweden and Switzerland (or such other countries as may become publicly available under published criteria or such other countries the Portfolio Manager is otherwise notified of by Moody’s from time to time). “Group III Country” means Austria, Belgium, Denmark, Finland, France, Iceland, Liechtenstein, Luxembourg, Norway and Spain (or such other countries as may become publicly available under published criteria or such other countries the Portfolio Manager is otherwise notified of by Moody’s from time to time). “Group IV Country” means Greece, Italy and Portugal (or such other countries as may become publicly available under published criteria or such other countries the Portfolio Manager is otherwise notified of by Moody’s from time to time). Coverage Tests: The Coverage Tests will be used primarily to determine whether principal and interest may be paid on the Secured Notes and distributions may be made on the Subordinated Notes or whether funds which would otherwise be used to pay interest on the Secured Notes and to make distributions on the Subordinated Notes must instead be used to pay principal on one or more Classes of Secured Notes according to the priorities referred to in “Overview— Priority of Payments.” The “Coverage Tests” will consist of (i) the Overcollateralization Ratio Test and the Interest Coverage Test applied respectively to the Class A Notes and the Class B Notes, collectively (together, the “Class A/B Coverage Tests”), the Class C Notes (together, the “Class C Coverage Tests”), the Class D Notes (together, the “Class D Coverage Tests”) and the Class E Notes (together, the “Class E Coverage Tests”) and (ii) the Overcollateralization Ratio Test applied to the Class F Notes (the “Class F Overcollateralization Ratio Test”). Measurement of the

degree of compliance with each of (x) the Overcollateralization Ratio Tests will be required as of each Measurement Date beginning on the last day of the Ramp-up Period and (y) the Interest Coverage Tests will be required as of each Measurement Date beginning on the Determination Date with respect to the second Payment Date.

The “Overcollateralization Ratio Test” and “Interest Coverage Test” applicable to the indicated Classes of Secured Notes will be satisfied as of any date of determination at or subsequent to the last day of the Ramp-up Period (or, in the case of each Interest Coverage Test, at or subsequent to the Determination Date with respect to the second Payment Date) if the applicable Overcollateralization Ratio or Interest Coverage Ratio, as the case may be, is at least equal to the applicable ratio indicated below. If the Coverage Tests are not satisfied on any Determination Date occurring after the Ramp-up Period (or, in the case of each Interest Coverage Test, at or subsequent to the Determination Date with respect to the second Payment Date), the Issuer will be required to apply available amounts in the Payment Account on the related Payment Date to make payments in accordance with the Note Payment Sequence to the extent necessary to achieve compliance with such Coverage Tests.

Required Overcollateralization Class Ratio A/B 123.9% C 113.1% D 107.7% E 103.4% F 102.0%

Required Interest Class Coverage Ratio A/B 120.0% C 115.0% D 110.0% E 105.0%

The “Overcollateralization Ratio” is, with respect to any specified Class or Classes of Secured Notes as of any Measurement Date, an amount, expressed as a percentage, equal to:

(a) the Adjusted Collateral Principal Amount;

divided by

(b) the aggregate outstanding principal amount of the Secured Notes of such Class or Classes, each Class of Secured Notes that has priority of payment to such Class of Secured Notes and each pari passu Class of Secured Notes (including all applicable Deferred Interest), in each case, if applicable.

The “Interest Coverage Ratio” for any designated Class or Classes of Secured Notes as of any date of determination is an amount, expressed as a percentage, equal to:

(a) (i) the Collateral Interest Amount as of such date of determination minus (ii) amounts payable (or expected as of the date of

determination to be payable) on the following Payment Date as set forth in clauses (A) through (C) under “Overview—Priority of Payments—Application of Interest Proceeds;”

divided by

(b) (i) amounts payable (or expected as of the date of determination to be payable) on the following Payment Date as set forth in clause (D) and, with respect to the Deferrable Notes, clause (G) under “Overview – Priority of Payments – Application of the Interest Proceeds” plus (ii) interest due and payable on the Secured Notes of such Class or Classes and each Class of Secured Notes that rank senior to or pari passu with such Class (excluding any Deferred Interest but including any interest on Deferred Interest with respect to any such Classes) on such Payment Date.

Interest Reinvestment Test: The Interest Reinvestment Test will be used primarily to determine whether distributions may be made on the Subordinated Notes using Interest Proceeds during the Reinvestment Period or whether Interest Proceeds which would otherwise be used to make distributions on the Subordinated Notes during the Reinvestment Period must instead be diverted and applied as Principal Proceeds as set forth under “Overview—Priority of Payments.” The “Interest Reinvestment Test” is a test that will be satisfied on any Determination Date during the Reinvestment Period if the Overcollateralization Ratio with respect to the Class F Notes equals or exceeds 103%.

Other Information:

Listing, Trading and Form of Notes ...... This Offering Circular has been approved by the Central Bank of Ireland ("Central Bank"), as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes (other than the Class E Notes identified by CUSIP 36361T AB9, the Class F Notes identified by CUSIP 36361T AD5 and the Subordinated Notes identified by CUSIP 36361T AF0) which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area (the “EEA”). This Offering Circular constitutes a prospectus for the purposes of the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes (other than the Class E Notes identified by CUSIP 36361T AB9, the Class F Notes identified by CUSIP 36361T AD5 and the Subordinated Notes identified by CUSIP 36361T AF0) to be admitted to the Official List and trading on its regulated market. There can be no assurance that such listing will be maintained. No application will be made to list the Notes on any other stock exchange.

There is currently no market for the Notes of any Class and there can be no assurance that such a market will develop. See “Risk Factors—Risks Relating to the Offered Securities—Limited Liquidity and Restrictions on Transfer of Offered Securities.” The Secured Notes sold to persons who are Qualified Purchasers and Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act or (in the case of the initial sale by the Co-Issuers) another exemption from the registration requirements of the Securities Act will be represented by global notes in fully registered form without interest coupons to be deposited with a custodian for and registered in the name of a nominee of

The Depository Trust Company (“DTC”). The Secured Notes and Regulation S Global Subordinated Notes sold to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act will be represented by global notes or certificates, as applicable, in fully registered form without interest coupons to be deposited with a custodian for and registered in the name of a nominee of DTC for the accounts of Euroclear or Clearstream. The Class E Notes and Class F Notes sold to persons who are Accredited Investors and either Qualified Purchasers or Knowledgeable Employees and all Subordinated Notes sold to U.S. persons will be issued in definitive, fully registered form without interest coupons.

Governing Law ...... The Offered Securities and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York.

Tax Matters ...... See “Certain Tax Considerations.”

ERISA ...... See “ERISA and Legal Investment Considerations.”

Additional Issuance ...... The Indenture will provide that, at any time, the Issuer may, with the consent of the Portfolio Manager, issue and sell additional Subordinated Notes, designate such issuance proceeds as either Interest Proceeds or Principal Proceeds and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under the Indenture; provided, that the following conditions are met: (a) such issuance is approved by a Majority of the Subordinated Notes; (b) the proceeds from such issuance must be equal to at least 1% of the aggregate principal amount of all Notes issued on the Closing Date (unless a lesser amount is approved by a Majority of the Controlling Class); (c) such issuance may not exceed 100% of the Initial Principal Amount of the Subordinated Notes; (d) the terms of the Subordinated Notes issued must be identical to the respective terms of previously issued Subordinated Notes; (e) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee to the effect that (i) such issuance will not result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income, (ii) such issuance would not cause the holders or beneficial owners of Secured Notes previously issued to be deemed to have sold or exchanged such Secured Notes under Section 1001 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and (iii) such issuance would not adversely affect the tax characterization as debt of any outstanding Notes that were characterized as debt at the time of issuance; provided, that such opinions described in clauses (ii) and (iii) shall not be required with respect to any Class if 100% of the holders thereof have consented to a waiver of such requirement; and (f) after giving effect to the issuance of additional Subordinated Notes, each Overcollateralization Ratio Test for each Class of Notes is satisfied. Such additional Notes may be offered at prices that differ from the applicable initial offering price, and will rank pari passu in all respects with the initial Subordinated Notes.

Any additional Subordinated Notes issued pursuant to the Indenture will, to the extent reasonably practicable, be offered first to holders of the Subordinated Notes, in such amounts as are necessary to preserve their pro rata holdings of Subordinated Notes.

RISK FACTORS

An investment in the Offered Securities involves certain risks. Prospective investors should carefully consider the following factors, in addition to the matters set forth elsewhere in this Offering Circular, prior to investing in the Offered Securities.

Poor General Economic Conditions and Poor Conditions in the Loan Markets.

Beginning in 2007, the United States experienced an economic recession, and numerous other economies around the world have also suffered from general economic slowdown. The sub-prime mortgage crisis commencing in 2007, the collapse of Lehman Brothers Holdings, Inc., the conservatorship of Fannie Mae and Freddie Mac by the United States government and numerous other negative economic events created a severe recession in the United States and this and other factors, in turn, contributed to recessions in much of the industrialized world. While there has been some improvement in the United States economy, economic growth remains slow and continued growth remains highly uncertain. Market conditions in the capital markets and the housing market remain severely impaired. In addition, unemployment remains high, placing continued downward pressure on the United States and world economy. The performance of the Issuer’s assets and, consequently, the performance of the Issuer and the value of the Notes, will depend in part on general economic conditions. There can be no assurance that these conditions will improve or, if they do improve, that they will not deteriorate again.

Some leading global financial institutions have been forced into mergers with other financial institutions, have been partially or fully nationalized or have gone bankrupt or insolvent. The bankruptcy or insolvency of a major financial institution may have an adverse effect on the Issuer and the Notes. In addition, the bankruptcy or insolvency of one or more additional financial institutions may trigger additional crises in the global credit markets and overall economy which could have a significant adverse effect on the Issuer and the Notes.

The leveraged loan markets have been severely impacted by the economic conditions of the past several years. The financial markets (including the leveraged loan markets) have experienced, and continue to experience, a severe liquidity crisis. The liquidity crisis has resulted in, among other things, substantial volatility in the prices of leveraged loans. There exist significant additional risks for the Issuer and investors as a result of the current liquidity crisis. Those risks include, among others, (i) the likelihood that the Issuer will find it harder to sell any of its Collateral Obligations in the secondary market, thus rendering it more difficult to dispose of Credit Risk Obligations, Credit Improved Obligations or Defaulted Obligations, (ii) the possibility that the price at which Collateral Obligations can be sold by the Issuer will have deteriorated from their effective purchase price and (iii) the increased illiquidity of the Notes. These additional risks may severely affect the returns on the Notes to investors.

The liquidity crisis has also severely affected the primary market for leveraged loans. Compared to historical norms, the volume of new leveraged loans issued in the past several years has been very low. The lack of new loans may make it more difficult for the Portfolio Manager to acquire Collateral Obligations that it considers appropriate for the Issuer’s portfolio and that otherwise satisfy the Eligibility Criteria described herein. If the Portfolio Manager cannot make appropriate investments for the Issuer in a timely manner, it may choose to repay part or all of the Secured Notes and, even if it does not, the returns on the Notes may be substantially impaired.

During periods of economic distress, defaults and delinquencies by leveraged loan obligors generally increase. Leveraged loan defaults and delinquencies have been higher in the last several years than the historical average. While default rates and recoveries have recently marginally improved, there can be no assurance that such improvement will continue. The liquidity crisis has resulted in greater scrutiny of lending standards and a general reduction in the availability of loans and has, consequently, severely limited the ability of underlying obligors to obtain new financing. Many leveraged loans have balloon or bullet payments and, if a loan obligor cannot generate sufficient cash flow or obtain new financing before any such payment becomes due, it is likely to default in its payment obligations under the loan. Such a default will generally result in acceleration of the loan or a restructuring of the debt. Restructuring of loans can be a lengthy and costly process and there can be no certainty as to the outcome of restructuring negotiations. Accelerations of loans may result in liquidation of underlying collateral and there can be no assurance that such collateral can be liquidated at any particular price. In periods of economic distress, the Issuer’s recovery is likely to be lower than it would be under more favorable economic and market conditions. In general, increasing defaults by obligors of Collateral Obligations may require the Portfolio Manager

to sell distressed assets in unfavorable market conditions, may limit the Issuer’s access to cash flow from its assets, may result in failure of one or more Overcollateralization Ratio Tests and may ultimately result in an Event of Default.

Future periods of uncertainty in the United States economy and the economies of other countries in which issuers of Collateral Obligations are domiciled and the possibility of increased volatility in financial markets could adversely affect the value of the Collateral Obligations.

Regulatory Changes

Recently, the United States Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), which will fundamentally overhaul the regulatory scheme for the financial markets in the United States. In addition, numerous U.S. federal agencies have proposed or enacted new or revised rules relating to the financial markets. There have also been several recent legislative and regulatory initiatives in Europe and elsewhere in the world that relate to the financial markets. The effect of all of these recent regulatory changes is uncertain at this time and they may have a material adverse effect on the Issuer or the holders.

On December 31, 2010, the Committee of European Banking Supervisors (“CEBS”) published its final guidelines on the implementation of Article 122a of the Capital Requirements Directive (“Article 122a”). Generally, Article 122a imposes certain standards on securitization transactions that may be acquired by credit institutions within the European Union. Article 122a, among other things, imposes a penal capital charge on credit institutions within the European Union which invest in securitization transactions that do not comply with a risk retention requirement on the sponsor, originator or original lender in a securitization transaction of 5% of the net economic exposure of the entire transaction. Although Article 122a applies to CLO transactions, the parties to the transaction do not intend to comply with the requirements of Article 122a and, consequently, the Offered Securities will generally not be a suitable investment for European credit institutions. This is likely to reduce the number of entities that may now or in the future be willing to purchase the Notes. Similar rules may be introduced in the future that would apply similar rules to other investors, such as European issuers, UCITS funds and certain European hedge funds and private equity funds, which hold securitization positions (including securitization positions purchased prior to the implementation of such rules), which could have a further adverse effect on the liquidity of the Notes.

Pursuant to the Dodd-Frank Act, the Commodity Futures Trading Commission (“CFTC”) has promulgated a range of new regulatory requirements that may affect the pricing, terms and compliance costs associated with Hedge Agreements that may be entered into by the Issuer from time to time. Some or all of the Hedge Agreements may be affected by requirements for central clearing with a derivatives clearinghouse organization, by initial and variation margin requirements of clearing organizations or otherwise required by law, reporting obligations in respect of Hedge Agreements, documentation responsibilities, and other matters that may significantly increase costs to the Issuer and/or the Portfolio Manager, lead to the Issuer’s inability to purchase additional Collateral Obligations or have unforeseen legal consequences on the Issuer or the Portfolio Manager or have other material adverse effects on the Issuer or the holders of the Notes. In addition, recently adopted CFTC rules under the Dodd-Frank Act include “swaps” in the definition of “commodity interests” which if traded by an entity may cause that entity to fall within the definition of a “commodity pool” under the Commodity Exchange Act and the Portfolio Manager to fall within the definition of a “commodity pool operator” (“CPO”). The CFTC has recently provided guidance that certain securitization transactions, including CLOs, will be excluded from the definition of “commodity pool.” However, there can be no assurance that the CFTC’s interpretations will not change or that there will not be a further change in law or policy, and, in any such case, the Portfolio Manager may be required to register as a CPO with respect to the Issuer with the CFTC or apply for an exemption from registration. Regulation of the Issuer as a commodity pool and/or regulation of the Portfolio Manager as a CPO could cause the Issuer to be subject to extensive registration and reporting requirements that would involve material costs to the Issuer. The scope of such requirements and related compliance costs is uncertain but could adversely affect the amount of funds available to make payments on the Notes. While the Issuer may be excluded from the definition of “commodity pool” or the Portfolio Manager may satisfy the requirements of an exemption from the registration requirements described above, the conditions of any such exclusion or exemption may constrain the extent to which the Issuer may be able to enter into swap transactions. In particular, the limits imposed by such exemptions may prevent the Issuer from entering into a Hedge Agreement that the Portfolio Manager believes would be advisable or result in the Issuer incurring financial risks that would have been hedged absent such limits.

Money Laundering Prevention Laws May Require Certain Actions or Disclosures. The Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), signed into law on and effective as of October 26, 2001, requires that financial institutions, a term that includes banks, broker-dealers and investment companies, establish and maintain compliance programs to guard against money laundering activities. The USA PATRIOT Act requires the Secretary of the United States Department of the Treasury (the “Treasury”) to prescribe regulations in connection with anti- money laundering policies of financial institutions. The Financial Crimes Enforcement Network (“FinCEN”), an agency of the Treasury, has announced that it is likely that such regulations would require pooled investment vehicles such as the Co-Issuers to enact anti-money laundering policies. It is possible that there could be promulgated legislation or regulations that would require the Co-Issuers, the Placement Agents or other service providers to the Co-Issuers, in connection with the establishment of anti-money laundering procedures, to share information with governmental authorities with respect to investors in the Notes. Such legislation and/or regulations could require the Co-Issuers to implement additional restrictions on the transfer of the Notes. The Co-Issuers reserve the right to request such information as is necessary to verify the identity of a holder of the Notes and the source of the payment of subscription monies, or as is necessary to comply with any customer identification programs required by FinCEN and/or the SEC. In the event of delay or failure by the applicant to produce any information required for verification purposes, an application for or transfer of Notes and the subscription monies relating thereto may be refused.

The Administrator is, and the Issuer may be, subject to the Cayman Islands Money Laundering Regulations (2010 Revision) (the “Regulations”). The Regulations apply to anyone conducting “relevant financial business” in or from the Cayman Islands intending to form a business relationship or carry out a one-off transaction. The Regulations require a financial service provider to maintain certain anti-money laundering procedures including those for the purposes of verifying the identity and source of funds of an “applicant for business” (e.g., an investor). Except in certain circumstances, including where an entity is regulated by a recognized overseas regulatory authority and/or listed on a recognized stock exchange in an approved jurisdiction, the Administrator will likely be required to verify each investor’s identity and the source of the payment used by such investor for purchasing the Notes in a manner similar to the obligations imposed under the laws of other jurisdictions. In addition, if any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct, or is involved with terrorism or terrorist property, and the information for that knowledge or suspicion came to such person’s attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (“FRA”), pursuant to the Proceeds of Crime Law, 2008 of the Cayman Islands (“PCL”), if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Law (2011 Revision) of the Cayman Islands (the “Terrorism Law”), if the disclosure relates to involvement with terrorism or terrorist financing and property. If the Issuer were determined by the Cayman Islands authorities to be in violation of the PCL, the Terrorism Law or the Regulations, the Issuer could be subject to substantial criminal penalties. The Issuer may be subject to similar restrictions in other jurisdictions. Such a violation could materially adversely affect the timing and amount of payments by the Issuer to the holders of the Notes.

Additional Information about LIBOR. Regulators, law-enforcement agencies and national central banks from a number of governments, including entities in the U.S., Japan, Canada and the United Kingdom, are conducting civil and criminal investigations into whether the banks that contribute to the British Bankers’ Association (the “BBA”) in connection with the calculation of daily LIBOR may have been under-reporting the borrowing costs in the London interbank market or otherwise manipulating or attempting to manipulate LIBOR for their own benefit. Actions by the BBA, regulators, national central banks or law-enforcement agencies may affect LIBOR (and/or the determination thereof) in unknown ways, which could adversely affect the value of the Notes. This could include a change in the methodology of setting LIBOR. Any uncertainty in the value of LIBOR or the development of a widespread market view that LIBOR has been or is being manipulated by BBA member banks may adversely affect liquidity of the Notes in the secondary market and their market value. If LIBOR is manipulated by BBA member banks at any time the Secured Notes are outstanding, the Interest Rate with respect to the Secured Notes will be affected and may be improperly reduced. An increase in alternative types of financing at the expense of LIBOR- based syndicated commercial loans may make it more difficult for the Issuer to source Collateral Obligations during the Ramp-up Period or reinvest proceeds in Collateral Obligations that satisfy the reinvestment criteria specified herein or may increase interest expense.

Risks Relating to the Offered Securities

Limited Liquidity and Restrictions on Transfers of Offered Securities. Currently, no market exists for the Notes. The Placement Agents are under no obligation to make a market for the Notes. There can be no assurance that any secondary market for any of the Notes will develop, or if a secondary market does develop, that it will provide the holders of the Notes with liquidity of investment or will continue for the life of the Notes. Consequently, a purchaser of Notes must be prepared to hold the Notes until their Stated Maturity. In addition, the Notes are subject to certain transfer restrictions and can only be transferred to certain transferees as described herein under “Transfer Restrictions.” As described therein, the Issuer may, in the future, impose additional restrictions to comply with changes in applicable law. Such restrictions on the transfer of the Notes may further limit their liquidity. The Notes will not be registered under the Securities Act or any state securities laws, and the Co-Issuers have no plans, and are under no obligation, to register the Notes under the Securities Act. In the past several years, securities issued in securitization transactions (such as the Notes) have experienced significant market value fluctuations. In addition, a variety of potential investors now consider such investments as inappropriate or are prohibited by regulatory restrictions or investments policies from purchasing such securities.

No Ongoing Responsibility. The Placement Agents will have no obligation to monitor the performance of the Assets or the actions of the Portfolio Manager or the Issuer and will have no authority to advise the Portfolio Manager or the Issuer or to direct their actions, which will be solely the responsibility of the Portfolio Manager and/or the Issuer, as the case may be. If the Placement Agents own Notes, they will have no responsibility to consider the interests of any holders of Notes in actions they take in such capacities. While the Placement Agents may own Offered Securities at any time (and it is expected that a PNC Company will purchase at least a Majority of the Class A Notes on the Closing Date), they may sell at any time any Offered Securities they purchase.

Secured Notes are Limited Recourse Obligations. The Co-Issued Notes are limited recourse obligations of the Co-Issuers and the Class E Notes and Class F Notes are limited recourse obligations of the Issuer; therefore, the Notes are payable solely from the Collateral Obligations and all other Assets pledged by the Issuer pursuant to the Indenture. None of the Trustee, the Collateral Administrator, the Portfolio Manager, the Placement Agent or any of their respective affiliates or the Co-Issuers’ affiliates or any other person or entity will be obligated to make payments on the Notes. Consequently, holders of the Notes must rely solely on distributions on the Assets for payments on the Notes. If distributions on such Assets are insufficient to make payments on the Notes, no other assets (in particular, no assets of the Portfolio Manager, the holders of the Notes, the Placement Agent, the Trustee, the Collateral Administrator or any affiliates of any of the foregoing) will be available for payment of the deficiency and all obligations of the Co-Issuers and any claims against the Co-Issuers in respect of the Notes will be extinguished and will not revive.

Subordinated Notes Are Unsecured Obligations. The Subordinated Notes will not be secured by any of the Assets, and will not generally be entitled to exercise remedies under the Indenture and, while the Secured Notes are outstanding, the Trustee will have no obligation to act on behalf of the holders of Subordinated Notes. Distributions to holders of the Subordinated Notes will be made solely from distributions on the Assets after all other payments have been made pursuant to the Priority of Payments described herein. There can be no assurance that the distributions on the Assets will be sufficient to make distributions to holders of the Subordinated Notes after making payments that rank senior to payments on the Subordinated Notes. The Issuer’s ability to make distributions to the holders of the Subordinated Notes will be limited by the terms of the Indenture. If distributions on the Assets are insufficient to make distributions on the Subordinated Notes, no other assets will be available for any such distributions. Subordinated Notes will be entitled to receive distributions solely to the extent funds are legally available. None of the Trustee, the Collateral Administrator, the Portfolio Manager, the Placement Agent, any of their respective affiliates or the Co-Issuers’ affiliates or any other person or entity will be obligated to make payments on the Subordinated Notes. See “Description of the Offered Securities—The Subordinated Notes.”

Limited Funds Available to the Issuer to Pay Its Operating Expenses. The funds available to the Issuer to pay certain fees and expenses of the Trustee, the Portfolio Manager, the Collateral Administrator and the Administrator and for payment of the Issuer’s other accrued and unpaid Administrative Expenses are limited as described in “Overview—Priority of Payments.” In the event that such funds are not sufficient to pay the expenses incurred by the Issuer, the ability of the Issuer to operate effectively may be impaired, and they may not be able to defend or prosecute legal proceedings that may be brought against them or that they might otherwise bring to protect the interests of the Issuer.

Third Party Litigation. The Issuer’s investment activities subject it to the normal risks of becoming involved in litigation by third parties. This risk would be somewhat greater if the Issuer were to exercise control or significant influence over a company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Issuer and would reduce the Interest Proceeds available for distribution and the Issuer’s net assets.

Subordination of the Notes. The Class A Notes are subordinated to certain amounts payable by the Issuer to other parties as set forth in the Priority of Payments (including taxes, Administrative Expenses, Senior Management Fee and certain payments under the Hedge Agreements); the Class B Notes are subordinated on each Payment Date to the Class A Notes; the Class C Notes are subordinated on each Payment Date to the Class A Notes and the Class B Notes; the Class D Notes are subordinated on each Payment Date the Class A Notes, the Class B Notes and the Class C Notes; the Class E Notes are subordinated on each Payment Date to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes; the Class F Notes are subordinated on each Payment Date to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes; and the Subordinated Notes are subordinated on each Payment Date to the Secured Notes and certain additional fees and expenses (including, but not limited to, the diversion of Interest Proceeds to purchase additional Collateral Obligations if the Overcollateralization Ratio relating to the Class F Notes is less than 103% during the Reinvestment Period, unpaid Administrative Expenses and certain Management Fees), in each case to the extent described herein. No payments of interest or distributions from Interest Proceeds will be made on any such Class of Notes on any Payment Date until interest on the Notes of each Class to which it is subordinated has been paid, and no payments of principal (other than Deferred Interest with respect to the Deferrable Notes, as applicable, to the extent set forth in the Priority of Payments) or distributions from Principal Proceeds will be made on any such Class of Offered Securities on any Payment Date until principal on the Notes of each Class to which it is subordinated has been paid in full. Therefore, to the extent that any losses are suffered by any of the holders of any Offered Securities, such losses will be borne in the first instance by holders of the Subordinated Notes, then by the holders of the Class F Notes, then by the holders of the Class E Notes, then by the holders of the Class D Notes, then by the holders of the Class C Notes, then by the holders of the Class B Notes, and last by the holders of the Class A Notes. Furthermore, payments on the Deferrable Notes are subject to diversion to pay more senior Classes of Notes pursuant to the Priority of Payments if certain Coverage Tests are not met, as described herein, and failure to make such payments on the Deferrable Notes will not be a default under the Indenture. In addition, if an Event of Default occurs, the holders of the Controlling Class of Notes (which will be the most senior Class then outstanding) will be entitled to determine the remedies to be exercised under the Indenture. See “Description of the Offered Securities—The Indenture and the Secured Notes— The Indenture—Events of Default.” Remedies pursued by the holders of the Controlling Class could be adverse to the interests of the holders of the Offered Securities that are subordinated to the Controlling Class, and the holders of the Controlling Class will have no obligation to consider any possible adverse effect on such other interests. Furthermore, the Collateral Obligations may be sold and liquidated only if, among other things, (i) the Trustee determines (in the manner set forth in the Indenture) that the anticipated proceeds of such sale or liquidation (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and unpaid with respect to all the Secured Notes and all Administrative Expenses, (ii) if an Event of Default described under clause (a) or (f) of the definition thereof has occurred and is continuing (without regard to the occurrence of any other Event of Default prior or subsequent to the occurrence of such Event of Default), a Supermajority of the Controlling Class (without consent of any other Class of Notes) direct, subject to the provisions of the Indenture and in compliance with applicable law, such sale and liquidation, (iii) if an Event of Default described under clauses (b), (c), (d) or (e) of the definition thereof has occurred and is continuing (without regard to the occurrence of any other Event of Default prior or subsequent to the occurrence of such Event of Default), a Supermajority of each Class of Secured Notes (voting separately by Class) direct, subject to the provisions of the Indenture and in compliance with applicable law, such sale and liquidation or (iv) if all of the Secured Notes have been repaid in full, a Majority of the Subordinated Notes, subject to the provisions of the Indenture and in compliance with applicable law, direct such sale and liquidation.

Failure of a Court to Enforce Non-Petition Obligations will Adversely Affect Holders. Each holder of Notes will agree, and each beneficial owner of Notes will be deemed to agree, pursuant to the Indenture, that it will not cause the filing of a petition in bankruptcy against, or present a winding up petition in respect of, the Issuer, Co- Issuer or any ETB Subsidiary before one year and one day have elapsed since the payment in full of the Notes or, if longer, the applicable preference period then in effect plus one day. If such provision failed to be enforceable under applicable bankruptcy laws, then the filing or presentation of such a petition could result in one or more payments

on the Secured Notes made during the period prior to such filing being deemed to be preferential transfers subject to avoidance by the bankruptcy trustee or similar official exercising authority with respect to the Issuer’s bankruptcy estate. It could also result in the bankruptcy court, trustee or receiver liquidating the Assets without regard to any votes or directions required for such liquidation pursuant to the Indenture.

Leveraged Nature of the Subordinated Notes. The Subordinated Notes represent a highly leveraged investment in the Assets. Therefore, the market value of the Subordinated Notes would be anticipated to be significantly affected by, among other things, changes in the market value of the Assets, changes in the distributions on the Assets, defaults and recoveries on the Assets, capital gains and losses on the Assets, prepayments on Assets and the availability, prices and interest rates of Assets and other risks associated with the Assets as described in “— Risks Relating to the Collateral Obligations” below. Accordingly, the Subordinated Notes may not be paid in full and may be subject to up to 100% loss. Furthermore, the leveraged nature of each subordinated class of Offered Securities may magnify the adverse impact on each such Class of changes in the market value of the Assets, changes in the distributions on the Assets, defaults and recoveries on the Assets, capital gains and losses on the Assets, prepayments on Assets and availability, prices and interest rates of Assets.

Insufficiency of Assets upon an Event of Default. It is anticipated that the proceeds received by the Issuer on the Closing Date from the issuance of the Offered Securities, net of certain fees and expenses, will be less than the aggregate amount of Notes. Consequently, it is anticipated that on the Closing Date the Assets would be insufficient to redeem the Secured Notes and Subordinated Notes in the event of an Event of Default under the Indenture.

Distributions Following an Acceleration Event. If an Acceleration Event has occurred and is continuing, proceeds of the liquidation of the Assets (and any assets held by an ETB Subsidiary) and all available Interest Proceeds and Principal Proceeds will be allocated after paying accrued and unpaid senior fees and expenses in accordance with the Acceleration Priority of Payments, (1) to pay the accrued interest and the entire principal amount of the Class A Notes prior to any allocation to pay interest or principal on the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes or any distributions on the Subordinated Notes, (2) to pay the accrued interest and the entire principal amount of the Class B Notes prior to any allocation to pay interest or principal on the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes or any distributions on the Subordinated Notes, (3) to pay the accrued interest and the entire principal amount of the Class C Notes (including any Deferred Interest) prior to any allocation to pay interest or principal on the Class D Notes, the Class E Notes and the Class F Notes or any distributions on the Subordinated Notes, (4) to pay the accrued interest and the entire principal amount of the Class D Notes (including any Deferred Interest) prior to any allocation to pay interest or principal on the Class E Notes and the Class F Notes or any distributions on the Subordinated Notes, (5) to pay the accrued interest and the entire principal amount of the Class E Notes (including any Deferred Interest) prior to any allocation to pay interest or principal on the Class F Notes or any distributions on the Subordinated Notes and (6) to pay the accrued interest and the entire principal amount of the Class F Notes (including any Deferred Interest) prior to any allocation to distributions on the Subordinated Notes. See “Overview—Priority of Payments—Acceleration Priority of Payments.”

As a result of the foregoing, Interest Proceeds that would otherwise have been used to pay interest on (or, in the case of the Subordinated Notes, make distributions of Interest Proceeds to) Junior Classes will instead be used to pay principal of Priority Classes. If the Secured Notes are accelerated and the Assets are not promptly liquidated, Classes of Notes may remain outstanding without the payment of any amounts for an unforeseeable amount of time. In general, the application of the Acceleration Priority of Payments will decrease the likelihood that Classes of Secured Notes will be repaid in full or that further distributions will be made in respect of the Subordinated Notes.

Ratings Not Necessarily Indicative of Asset Quality. The ratings assigned to the Secured Notes by the Rating Agencies are not necessarily indicative of the quality of the Secured Notes. Credit ratings only represent the Rating Agencies’ opinions of credit quality and are not a recommendation to buy, sell or hold assets. They do not purport to assess market, regulatory or other risks that are relevant to the assessment of the quality of an asset. Credit ratings may not accurately assess credit risk and may be reduced or withdrawn at any time.

In the past, Rating Agencies have rapidly reduced or withdrawn the ratings of many structured finance securities, including CDOs and CLOs, as a result of rapidly changing economic conditions, flaws in their rating methodologies and other factors. The Rating Agencies may modify their ratings criteria at any time and the ratings of the Secured Notes may be reduced or withdrawn as a consequence. In addition, the ratings of the Secured Notes could be

reduced or withdrawn at any time without a change in Rating Agency methodology as a result of changes in economic conditions, conditions in the loan markets or a variety of other factors. A reduction in the ratings of the Secured Notes will have negative consequences to holders including, without limitation, decreased liquidity of the Secured Notes (including lower market values of the Secured Notes) and, for regulated entities, adverse effects on the value of the Secured Notes as a legal investment or the capital treatment of the Secured Notes.

The ratings assigned to Collateral Obligations by any rating agency are also subject to change at any time due to changes in rating agency methodology, changes in economic conditions, changes in the loan markets, changes in the creditworthiness of the underlying obligors and a variety of other factors. If Collateral Obligations are downgraded, the Portfolio Manager may be forced to sell such Collateral Obligations in unfavorable circumstances and one or more Overcollateralization Ratio Tests may be caused to fail, resulting in amortization of one or more classes of Secured Notes. Reduced credit ratings may also impair the ability of underlying obligors to obtain financing and may lead to an increase in defaults with respect to Collateral Obligations. If a significant number of leveraged loans or high yield bonds are downgraded at or around the same time, the Portfolio Manager may also have difficulty obtaining new Collateral Obligations that it deems suitable investments for the Issuer.

Possible Withdrawal of Ratings upon Failure to Comply with Rule 17g-5 under the Exchange Act. On June 2, 2010, certain amendments to Rule 17g-5 under the Exchange Act promulgated by the SEC became effective. Amended Rule 17g-5 requires each rating agency providing a rating of a structured finance product such as this transaction paid for by the “arranger” (defined as the issuer, the underwriter or the sponsor) to obtain an undertaking from the arranger to (i) create a password protected website, (ii) post on that website all information provided to the rating agency in connection with the initial rating of the Secured Notes and all information provided to the rating agency in connection with the surveillance of such rating, in each case, contemporaneous with the provision of such information to the applicable rating agency and (iii) provide access to such website to other rating agencies that have made certain certifications to the arranger regarding their use of the information. In this transaction, the “arranger” is the Issuer.

If the arranger does not comply with its undertakings to any Rating Agency with respect to this transaction, such Rating Agency may withdraw its ratings of the Secured Notes. The withdrawal of ratings by any Rating Agency may adversely affect the price, liquidity and transferability of the Secured Notes and may adversely affect any beneficial owner that relies on ratings of securities for regulatory or other compliance purposes.

Under Rule 17g-5, rating agencies other than S&P and Moody’s that provide the requisite certifications described above may issue unsolicited ratings of the Secured Notes which may be lower and, in some cases, significantly lower than the ratings provided by Moody’s and S&P. The unsolicited ratings may be issued prior to, on or after the Closing Date and are not reflected herein. Issuance of any unsolicited rating will not affect the issuance of the Notes. Such unsolicited ratings could have a material adverse effect on the liquidity of the Secured Notes and, for regulated entities, could adversely affect the value of the Secured Notes as a legal investment or the capital treatment of the Secured Notes.

The Securities and Exchange Commission (the “SEC”) may determine that one or both of S&P and Moody’s no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market prices of the Secured Notes.

Rating Agencies May Refuse to Give Rating Agency Confirmations. Historically, many actions by issuers of collateralized loan obligation vehicles (including but not limited to issuing additional securities and amending relevant agreements) have been conditioned on receipt of confirmation from the applicable rating agencies that such action would not cause the ratings on the applicable securities to be reduced or withdrawn. Recently, certain rating agencies have changed the manner and the circumstances under which they are willing to provide such confirmation and have indicated reluctance to provide confirmation in the future, regardless of the requirements of the applicable indenture and other transaction documents. If the Indenture, the Portfolio Management Agreement or any other transaction documents require that the Global Rating Agency Condition, the Moody's Rating Condition or the S&P Rating Condition be satisfied or written confirmation from a Rating Agency be obtained before certain actions may be taken and if, except to the extent deemed to be satisfied or not required in accordance with the definition of Moody’s Rating Condition or S&P Rating Condition, an applicable Rating Agency is unwilling to provide the required confirmation, it may be impossible to effect such action, which could result in losses being realized by the Issuer and, indirectly, by holders of the Notes. There can be no assurance that a Rating Agency will provide such

rating confirmations upon request, regardless of the terms agreed to among transaction participants, or not subsequently withdraw or downgrade its ratings on one or more Classes of Secured Notes, which could materially adversely affect the value of liquidity of the Notes.

Mandatory Redemption of Secured Notes for Failure to Satisfy Coverage Tests. If any Coverage Test with respect to any applicable Class or Classes of Secured Notes are not met, Interest Proceeds that otherwise would have been paid or distributed to the holders of the Offered Securities of each Class that is subordinated to such Class(es) of Secured Notes, and Principal Proceeds that would otherwise have been reinvested in Collateral Obligations will instead be used to redeem the Secured Notes of the most senior Class or Classes then outstanding to the extent necessary to satisfy the applicable Coverage Tests as described under “Overview—Priority of Payments.” This could result in an elimination, deferral or reduction in the payments of Interest Proceeds to the holders of the Deferrable Notes and/or the Subordinated Notes, as the case may be. It could result in an increase in the average weighted interest rate payable by the Issuer on the Secured Notes, which would adversely affect the Issuer.

Redemption of Secured Notes upon Failure to Satisfy Certain Conditions after the Ramp-up Period. After the Ramp-up Period, a redemption of the Secured Notes may result if any Rating Agency fails to confirm (and is not deemed to confirm) its initial rating on the Secured Notes. See “Use of Proceeds—Ramp-up Period.” In the event of an early redemption, the holders of the Secured Notes will be repaid prior to the respective Stated Maturity of such Secured Notes. Interest Proceeds diverted for this purpose would not be available to make distributions in respect of the Subordinated Notes.

The Secured Notes are subject to Special Redemption at the option of the Portfolio Manager. The Secured Notes will be subject to redemption in part by the Co-Issuers on any Payment Date during the Reinvestment Period if the Portfolio Manager at its discretion notifies the Trustee that, acting in good faith and using commercially reasonable efforts, it has been unable, for a period of 20 consecutive Business Days, to identify additional Collateral Obligations appropriate for reinvestment (and that which would meet the criteria for reinvestment described under “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria”) in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations. On the Special Redemption Date relating to such Special Redemption, in accordance with the Indenture, the Special Redemption Amount will be applied as described under “Overview—Priority of Payments—Application of Principal Proceeds” to pay the principal of the Secured Notes. The application of funds in that manner could result in an elimination, deferral or reduction of amounts available to make payments with respect to the Classes of Notes that are junior in priority to the Notes being redeemed. See “Overview—Priority of Payments—Application of Principal Proceeds” and “Description of the Notes—Special Redemption.”

Optional Redemption or Refinancing of Notes. A Majority of the Subordinated Notes or, if a Tax Event has occurred, a Majority of the Subordinated Notes or any Class of Secured Notes Affected by such Tax Event may cause the Secured Notes to be redeemed as described under “Description of the Offered Securities—The Indenture and the Secured Notes—Optional Redemption and Refinancing” and “Description of the Offered Securities—The Subordinated Notes—Optional Redemption” after the expiration of the Non-Call Period (or, in the case of an Optional Redemption with respect to a Tax Event, at any time). In addition, the Subordinated Notes may be redeemed after the redemption or repayment of the Secured Notes in full, at the written direction of a Majority of the Subordinated Notes. In the event of an early redemption, the Notes redeemed will be repaid prior to the Stated Maturity of such Notes. There can be no assurance that, upon any Optional Redemption of the Secured Notes, the Sale Proceeds realized and other available funds would permit any distribution on the Subordinated Notes after all required payments are made to the holders of the Secured Notes. In addition (except in the case of a Refinancing), an Optional Redemption of Notes could require the Portfolio Manager to liquidate positions more rapidly than would otherwise be desirable, which could adversely affect the realized value of the Collateral Obligations sold.

The Indenture provides that any Class of Secured Notes may be redeemed in whole, but not in part, at the direction of a Majority of the Subordinated Notes on any Business Day after the Non-Call Period from Refinancing Proceeds subject to the satisfaction of certain requirements. See “Description of the Offered Securities—The Indenture and the Secured Notes—Optional Redemption and Refinancing.” Accordingly, a more junior Class of Secured Notes may be redeemed in whole from Refinancing Proceeds even if a more senior Class of Secured Notes remains outstanding. Holders of Notes that are refinanced (or otherwise optionally redeemed) may not be able to reinvest the proceeds of such redeemed Notes in assets with comparable interest rates or maturity.

Clean-up Call Redemption of Notes. At the direction of the Portfolio Manager in accordance with the Indenture and the Portfolio Management Agreement, the Notes will be subject to redemption, in whole but not in part, on any Business Day occurring on or after the Business Day on which the Aggregate Principal Balance of the Collateral Obligations and Eligible Investments is reduced to 15% of the Target Initial Par Amount or less. Any such redemption of Subordinated Notes will be made from any remaining proceeds after the payment of all required amounts described in this Offering Circular. The timing of a Clean-up Call Redemption could impact the return to the holders of the Subordinated Notes.

Early Termination of the Reinvestment Period. Although the Reinvestment Period is expected to terminate on the Payment Date in July 2017, the Reinvestment Period may terminate prior to such date if the maturity of any Class of Secured Notes is accelerated. Such early termination of the Reinvestment Period may shorten the expected lives of the Notes.

Additional Issuance. With the consent of a Majority of the Subordinated Notes, the Issuer may issue additional Subordinated Notes from time to time during the Reinvestment Period, which would dilute the interests, including relative voting power, of holders of the Subordinated Notes. If additional Subordinated Notes are issued, the leverage ratio for the Subordinated Notes (i.e., the ratio of Secured Notes to Subordinated Notes) will be reduced, resulting in a changed risk/reward profile for the Subordinated Notes and a possibly lower return on investment for existing holders of Subordinated Notes. An additional issuance may prevent a Coverage Test from failing or an Event of Default from occurring. The Issuer may only issue additional Subordinated Notes if the conditions described under “Overview—Other Information—Additional Issuance” are met.

The Co-Issuers May Modify the Indenture by Supplemental Indentures, and Some Supplemental Indentures Do Not Require the Consent of Noteholders. The Indenture provides that the Co-Issuers and the Trustee may enter into supplemental indentures to modify various provisions of the Indenture, in many cases without the consent of any noteholders. For example, no noteholder consent is needed to supplement the Indenture to issue replacement securities or undertake loans in a Refinancing or to facilitate compliance with U.S. tax laws (including by imposing remedies or penalties upon a noteholder to ensure compliance with FATCA and the regulations promulgated thereunder (including any regulations enacted after the Closing Date)). Any of these amendments to the Indenture may have a material adverse effect on a noteholder, including, with respect to an amendment with respect to FATCA, noteholders who have delivered the applicable Holder FATCA Information. See “Description of the Offered Securities—The Indenture.”

Offered Securities Subject to Interest Rate Risks. The aggregate outstanding principal amount of the Secured Notes may be different than the Aggregate Principal Balance of the Collateral Obligations and the aggregate principal amount of Secured Notes bearing interest at a floating rate may be different than the Aggregate Principal Balance of the Collateral Obligations bearing interest at a floating rate. In addition, any payments of principal of or interest on Collateral Obligations received during a Collection Period occurring during the Reinvestment Period and not reinvested in Collateral Obligations during such Collection Period will be reinvested in Eligible Investments. There is no requirement that such Eligible Investments bear interest at a floating rate, and the interest rates available for such Eligible Investments are inherently uncertain. As a result of such mismatches, changes in the level of LIBOR or any other applicable floating rate index could adversely affect the ability of the Issuer to make payments on the Notes. To the extent described herein, the Issuer may enter into Hedge Agreements to reduce the effect of any such interest rate mismatch. However, there can be no assurance that the Issuer will enter into such Hedge Agreements or that, if entered into, such Hedge Agreements will significantly reduce the effect of such interest rate mismatch. The Subordinated Notes will be subordinated to the payment of interest on the Secured Notes. There can be no assurance that the Collateral Obligations and the Eligible Investments will in all circumstances generate sufficient Interest Proceeds to make timely payments of interest on the Secured Notes and to make distributions to the holders of the Subordinated Notes, nor that the Hedge Agreements will ensure any particular return on such Offered Securities.

Certain Risks Relating to Hedge Agreements. A Hedge Counterparty may terminate the applicable Hedge Agreements if any withholding tax is imposed on payments thereunder by such Hedge Counterparty, and any amounts that would be required to be paid by the Issuer to enter into replacement Hedge Agreements will reduce amounts available for payments to holders of Notes. A Hedge Counterparty may also terminate the applicable Hedge Agreements upon the occurrence of certain events of default or termination events thereunder with respect to the Issuer (expected to include, but not be limited to, bankruptcy, a change in law making the performance of the

obligations under such Hedge Agreement unlawful, or the determination to sell or liquidate the Assets upon the occurrence of an Event of Default under the Indenture), and in the case of such early termination of any Hedge Agreement, the Issuer may be required to make a payment to the related Hedge Counterparty. Any amounts that would be required to be paid by the Issuer to enter into replacement Hedge Agreements will reduce amounts available for payments to holders of Notes. In either case, there can be no assurance that the remaining payments on the Assets would be sufficient to make payments of interest and principal on the Secured Notes and distributions with respect to the Subordinated Notes.

The Issuer may terminate a Hedge Agreement upon the occurrence of certain events of default or termination events thereunder with respect to the Hedge Counterparty (including, but not limited to, bankruptcy or the failure of the Hedge Counterparty to make payments to the Issuer under the applicable Hedge Agreement). In the event that the Issuer terminated a Hedge Agreement upon the occurrence of a bankruptcy of the applicable Hedge Counterparty, there can be no assurance that termination amounts due and payable to the Hedge Counterparty from the Issuer would be subordinated to payments made to the holders of the Notes as required under the Priority of Payments. Decisions in U.S. bankruptcy proceedings have held that subordination provisions similar to those set forth in the Priority of Payments are unenforceable with respect to a bankrupt hedge counterparty. In addition, upon the occurrence of a bankruptcy of a Hedge Counterparty, if the Issuer fails to terminate the applicable Hedge Agreement in a timely manner, such Hedge Agreement could be assumed by the bankruptcy estate of such Hedge Counterparty and the Issuer could be required to continue making payments to such Hedge Counterparty, even if such Hedge Counterparty failed to perform its obligations under the applicable Hedge Agreement prior to the assumption. In either case, amounts available for payments to holders of the Notes would be reduced and may be materially reduced.

Stated Maturity, Average Life and Prepayment Considerations. The Stated Maturity of the Notes is the Payment Date in July 2024. The average life of each Class of Notes is expected to be shorter than the number of years until its Stated Maturity. Each such average life may vary due to various factors affecting the early retirement of Collateral Obligations, the timing and amount of sales of such Collateral Obligations, the ability of the Portfolio Manager to invest collections and proceeds in additional Collateral Obligations, and the occurrence of any Mandatory Redemption, Optional Redemption, Special Redemption or Clean-up Call Redemption. Retirement of the Collateral Obligations prior to their respective final maturities will depend, among other things, on the financial condition of the issuers of the underlying Collateral Obligations and the respective characteristics of such Collateral Obligations, including the existence and frequency of exercise of any optional redemption, mandatory redemption or sinking fund features, the prevailing level of interest rates, the redemption prices, the actual default rates and the actual amount collected on any Defaulted Obligations and the frequency of tender or exchange offers for such Collateral Obligations. In particular, loans are generally prepayable at par, and a high proportion of loans could be prepaid. The ability or inability of the Issuer to reinvest proceeds in securities with comparable interest rates that satisfy the reinvestment criteria specified herein may affect the timing and amount of payments received by the holders of Notes and the yield to maturity of the Notes. See “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria.”

Tax Considerations; No Gross-up. An investment in the Notes involves complex tax issues. See “Certain Tax Considerations,” below, for a more detailed discussion of certain tax issues raised by an investment in the Notes.

The Issuer expects that payments of principal and interest on the Secured Notes and distributions on the Subordinated Notes ordinarily will not be subject to withholding tax imposed by the Cayman Islands or the United States. See “Certain Tax Considerations.” Nonetheless, in the event any tax imposed by the Cayman Islands, the United States or any other jurisdiction must be withheld or deducted from payments of principal or interest on the Secured Notes and distributions on the Subordinated Notes, the Issuer shall not be obligated to make any additional payments to the holders of any Notes on account of such withholding or deduction. Additionally, if such withholding is due to the failure by holders of Notes to provide the Issuer (or its authorized agent) with the Holder FATCA Information, such withholding may be allocated amongst such non-complying holders of Notes.

As discussed in more detail below, the Issuer expects to conduct its affairs so that it will not be treated as engaged in a trade or business within the United States (including as a result of lending activities). As a consequence, the Issuer expects that its net income will not become subject to U.S. federal income tax. There can be no assurance, however, that its net income will not become subject to U.S. federal income tax as the result of unanticipated activities, changes in law, contrary conclusions by the U.S. tax authorities or other causes. If the Issuer were determined to be

engaged in a trade or business within the United States, its income that is effectively connected with such trade or business would be subject to U.S. federal income tax at the usual corporate rate, and possibly to a branch profits tax of 30% as well. The imposition of such taxes would materially impair the Issuer’s financial ability to make payments and distributions on the Notes.

Although the Issuer does not intend to be subject to U.S. federal income tax with respect to its net income, income derived by the Issuer may be subject to withholding or gross income taxes imposed by the United States or other countries. In this regard and subject to certain exceptions, the Issuer may generally only acquire a particular Collateral Obligation if at the time of commitment to purchase the payments thereon are not subject to withholding tax or the issuer of the Collateral Obligation is required to make “gross-up” payments. The Issuer may, however, be subject to withholding or gross income taxes in respect of, commitment fees, letter of credit fees, facility fees, or similar fees or to withholding imposed under or in respect of FATCA, and such withholding or gross income taxes may not be grossed up. Further, there can be no assurance that income derived by the Issuer will not become subject to withholding or gross income taxes as a result of changes in law, contrary conclusions by the Internal Revenue Service (the “IRS”), or other causes. In that event, such withholding or gross income taxes could be applied retroactively to fees or other income previously received by the Issuer. To the extent that withholding or gross income taxes are imposed and not paid through withholding, the Issuer may be directly liable to the taxing authority to pay such taxes.

While the Subordinated Notes may be in the form of debt, the Issuer will treat, and each registered holder and beneficial owner of a Subordinated Note, by accepting a Subordinated Note, will be deemed to have agreed to treat, the Subordinated Notes as equity of the Issuer for U.S. federal income tax purposes. The Issuer is expected to be a passive foreign investment company for U.S. federal income tax purposes, which means that a U.S. Holder (as defined in “Certain Tax Considerations—U.S. Taxation”) of the Subordinated Notes may be subject to adverse tax consequences unless it elects to treat the Issuer as a “qualified electing fund” (a “QEF”) and to recognize currently its proportionate share of the Issuer’s income. A U.S. Holder that makes a QEF election may recognize income in amounts significantly greater than the payments received from the Issuer. A U.S. Holder of Subordinated Notes that makes a QEF election will be required to include in current income its pro rata share of the earnings of the Issuer whether or not the Issuer actually makes distributions. In this regard, prospective U.S. Holders of Subordinated Notes should be aware that it is possible that a significant amount of the Issuer’s income, as determined for U.S. federal income tax purposes, will not be distributed on a current basis for a number of potential reasons, including the retirement of all or a portion of certain Classes of Securities. Thus, U.S. Holders of Subordinated Notes that make a QEF election may owe tax on a significant amount of “phantom” income. In addition, the Issuer may hold investments treated as equity of non-U.S. corporations that are PFICs. If the Issuer is a PFIC then a U.S. Holder of Subordinated Notes is therefore treated as owning its pro rata share of the stock of the PFIC owned by the Issuer. It is unclear, however, whether the Issuer will be able to obtain and pass on to U.S. Holders QEF information with respect to any PFICs owned by the Issuer. (See “Certain Tax Considerations—U.S. Taxation—Tax Treatment of U.S. Holders of Subordinated Notes—Investment in a Passive Foreign Investment Company”).

The Issuer could also be a “controlled foreign corporation” (a “CFC”) depending on the percentage ownership by U.S. Holders of its voting equity (for U.S. federal income tax purposes). If the Issuer were a CFC, certain U.S. Holders of such voting equity (for U.S. federal income tax purposes) would have to currently include their pro rata shares of the Issuer’s “subpart F” income as ordinary income without regard to cash distributions and recognize ordinary income in case of gain recognized on the sale or disposition of Subordinated Notes. See “Certain Tax Considerations—U.S. Taxation—Tax Treatment of U.S. Holders of Subordinated Notes—Investment in a Controlled Foreign Corporation.”

Potential U.S. investors should consult with their tax advisors about the consequences of the Issuer’s PFIC status, the advisability of a QEF election, the Issuer’s potential CFC status and the tax consequences thereof. See “Certain Tax Considerations—U.S. Taxation—U.S. Taxation of the Issuer” and “—Tax Treatment of U.S. Holders of Subordinated Notes.”

Tax Treatment of U.S. Holders of Class E Notes or Class F Notes if Recharacterized as Equity. The U.S. federal income tax treatment of the Class E Notes and the Class F Notes is not entirely clear. The Issuer intends to treat the Class E Notes and the Class F Notes as debt for U.S. federal income tax purposes. Holders of the Class E Notes and the Class F Notes will be required to treat such Notes as debt for U.S. federal income tax purposes. If the Class E Notes or the Class F Notes were recharacterized by the IRS or by the courts as equity for U.S. federal

income tax purposes, a U.S. Holder generally would be treated as a U.S. Holder of equity in a PFIC who did not make a QEF election and would be subject to the same treatment as a U.S. Holder of Subordinated Notes that did not make a QEF election. See “Certain Tax Considerations—U.S. Taxation—Tax Treatment of U.S. Holders of Subordinated Notes.”

Potential U.S. investors in the Class E Notes or the Class F Notes should consult with their own tax advisors about the potential recharacterization of the Class E Notes or the Class F Notes, the consequences of the Issuer’s PFIC status, the Issuer’s potential CFC status and the tax consequences thereof. See “Certain Tax Considerations.”

Tax Considerations in Respect of Synthetic Securities. Under current U.S. federal income tax law, the treatment of synthetic assets involving credit default swaps (including a Pre-funded Letter of Credit) is unclear. Certain possible tax characterizations of a credit default swap, if adopted by the IRS and if applied to a Pre-funded Letter of Credit to which the Issuer is a party, could subject payments received by the Issuer under such Pre-funded Letter of Credit to U.S. withholding or excise tax. It is also possible that because of such tax characterizations, under certain circumstances, the Issuer could be treated as engaging in a trade or business in the United States and therefore subject to net income tax. The Issuer may not be entitled to a full gross-up on such taxes, if imposed, under the terms of the Pre-funded Letter of Credit, which could impair the Issuer’s ability to make payments on the Notes.

FATCA Withholding. The provisions of FATCA may require a payer to withhold 30 percent from (i) payments of either U.S. source interest, U.S. source dividends, or other U.S. source periodic income made after June 30, 2014 and (ii) payments of gross proceeds from the sale after December 31, 2016 of an asset that can produce U.S. source interest, U.S. source dividends, or other U.S. source periodic incomes, in each case, to certain non-U.S. persons (“Withholdable Payments”), such as the Issuer. However, this new U.S. withholding tax (which may not be refundable) does not apply to certain “obligations” outstanding on or prior to June 30, 2014 or if the Issuer (or an authorized agent acting on the Issuer’s behalf) (and each foreign withholding agent (if any) in the chain of custody of payments made to the Issuer) meets certain reporting requirements regarding certain of its direct and indirect U.S. Holders.

It is anticipated that the Issuer will comply with the new reporting requirements and, thus, the Issuer (or an authorized agent acting on the Issuer’s behalf) will be required, among other things to enter into an agreement with the IRS (the “IRS Agreement”) (or otherwise comply with FATCA). This IRS Agreement will require the Issuer to obtain and report information about the holders of Notes and either report this information to the IRS or to the relevant Cayman Islands authority. In addition, the Issuer might be required to withhold 30 percent of “pass-thru” payments made to any Recalcitrant Holders and any Non-Compliant FFIs or to instruct withholding agents to withhold on payments to it that are deemed to be allocable to such Recalcitrant Holders or Non-Compliant FFIs. A “Recalcitrant Holder” generally is a holder of debt or equity in the Issuer (other than debt or equity interests that are regularly traded on an established securities market) that fails to comply with reasonable requests for Holder FATCA Information, “pass-thru” payments are payments made by the Issuer that are either Withholdable Payments or deemed attributable to certain income on (including interest and dividends), or proceeds from the sale of, certain U.S. assets held by the Issuer, and a “Non-Compliant FFI” generally is a Foreign Financial Institution that holds a debt or equity interest in the Issuer and that has not entered into an IRS Agreement (or otherwise complied with FATCA). A “Foreign Financial Institution” is a non-U.S. entity that (i) accepts deposits in the ordinary course of a banking or similar business; (ii) as a substantial portion of its business, holds financial assets for the accounts of others; or (iii) is engaged (or holds itself out as being engaged) primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, or any interest (including a futures or forward contract or option) in such securities, partnership interests, or commodities. Accordingly, the Issuer may withhold on payments to its Recalcitrant Holders and Non-Compliant FFIs. If the Issuer (or an authorized agent acting on the Issuer’s behalf) enters into an IRS Agreement, then pass-thru payments that are deemed attributable to certain income on (including interest and dividends), or proceeds from the sale of, certain U.S. assets held by the Issuer are expected to be subject to withholding under FATCA no earlier than January 1, 2017. Although it is anticipated that the Issuer will comply with the new reporting requirements (as mentioned above), the form of the agreement that the Issuer would be required to enter into with the IRS has not yet been issued, and it is uncertain whether the Issuer (or an authorized agent acting on the Issuer’s behalf) would be able to satisfy its obligations under any such agreement. Accordingly, it is possible that the Issuer would be subject to a 30% U.S. withholding tax on all or substantially all of its income on and after July 1, 2014.

In addition, if the Issuer becomes subject to withholding on account of its inability to comply with the new reporting requirements, which inability is attributable to a holder’s non-compliance with the Issuer’s (or its authorized agent’s) requests for certification and identifying information, the Issuer or Portfolio Manager may, at its option, (A)(1) “close out” any such holder by transferring or selling some or all of such holder’s Notes on such terms as the Issuer or Portfolio Manager shall choose or (2) compel such holder to sell its interest in the Notes and (B) may assign to such Note a separate CUSIP number or numbers. See “Certain Tax Considerations—U.S. Taxation— FATCA Withholding.”

The Cayman Islands Government has committed that the Cayman Islands will enter into a Model 1 intergovernmental agreement (an “IGA”) with the United States. The terms of such IGA are yet to be agreed, but are expected to be broadly similar to those agreed with the United Kingdom and Ireland, taking into account the nature of the Cayman Islands’ financial services. When such IGA is entered into, the Issuer will not be required to enter an agreement with the IRS, but would instead be required to register with the IRS to obtain a Global Intermediary Identification Number and then comply with Cayman Islands legislation that would be implemented to give effect to such IGA. The terms of such legislation are at this stage still uncertain but, when implemented, are expected to require the Issuer to report to the Cayman Islands Tax Information Authority who will exchange such information with the IRS under the terms of the IGA. It is also anticipated that, under the terms of the IGA, withholding will not be imposed on payments made to the Issuer, or on payments made by the Issuer to an account holder, unless the IRS has specifically listed the Issuer as a non-participating financial institution, or the Issuer has otherwise assumed responsibility for withholding under United States tax law.

Investor’s Obligation to Provide Tax Forms. Under the terms of the Indenture, each investor in Notes must provide the Issuer (or its authorized agent) with any documentation reasonably requested by the Issuer (or its authorized agent) to permit the Issuer to (i) make payments to the investor without, or at a reduced rate of, deduction or withholding, (ii) qualify for a reduced rate of withholding or deduction in any jurisdiction from or through which the Issuer receives payments on its assets and (iii) satisfy its tax reporting and other obligations. Moreover, each investor must indemnify the Issuer, the Trustee, the Paying Agent, the Portfolio Manager and other investors for all damages, costs and expenses that result from the failure of the investor to provide information (or from the investor providing incorrect or incomplete information). The indemnification continues even after the investor ceases to be a holder of a Note.

No Operating History. Each of the Issuer and the Co-Issuer is a recently organized entity and has no prior operating history or track record. Accordingly, neither the Issuer nor the Co-Issuer has a performance history for a prospective investor to consider in making its decision to invest in the Offered Securities.

No Guarantees on Offered Securities. None of the Co-Issuers, the Placement Agents, the Portfolio Manager, any Hedge Counterparty, the Collateral Administrator or the Trustee or any affiliate thereof makes any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) to investors of ownership of the Offered Securities and no purchaser may rely on any such party for a determination of expected or projected success, profitability, return, performance result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) to such purchaser of ownership of the Offered Securities. Each purchaser of any Class of Secured Notes, by its acceptance thereof, will be deemed, and each purchaser of the Subordinated Notes, by its acceptance thereof, will be required, to represent to the Issuer and the Placement Agents, among other things, that such purchaser has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors regarding investment in the Offered Securities as such purchaser has deemed necessary and that the investment by such purchaser is within its powers and authority, is permissible under applicable laws governing such purchase, has been duly authorized by it and complies with applicable securities laws and other laws.

The Issuer Could Be Adversely Affected by Non-Compliance of Holders of Offered Securities with Investment Company Act Restrictions. Neither the Issuer nor the Co-Issuer has registered with the SEC as an investment company pursuant to the Investment Company Act, in reliance on an exception under Section 3(c)(7) of the Investment Company Act for investment companies (a) whose outstanding securities are beneficially owned only by Qualified Purchasers and Knowledgeable Employees and certain transferees thereof identified in Rules 3c-5 and 3c-6 under the Investment Company Act and (b) which do not make a public offering of their securities in the United States.

If the SEC or a court of competent jurisdiction were to find that the Issuer or the Co-Issuer is required, but in violation of the Investment Company Act had failed, to register as an investment company, possible consequences would include, but not be limited to, the following: (i) the SEC could apply to a district court to enjoin the violation; (ii) investors in the Issuer and the Co-Issuer could sue the Issuer and the Co-Issuer and recover any damages caused by the violation; and (iii) any contract to which the Issuer and/or the Co-Issuer is party that is made in violation of the Investment Company Act or whose performance involves such violation would be unenforceable by any party to the contract unless a court were to find that under the circumstances enforcement would produce a more equitable result than non-enforcement and would not be inconsistent with the purposes of the Investment Company Act. Should the Issuer or the Co-Issuer be subjected to any or all of the foregoing, the Issuer and the Co-Issuer would be materially adversely affected. In addition, such a finding would constitute an Event of Default under the Indenture.

Book-Entry Holders Not Holders under the Indenture. Holders of beneficial interests in any Notes held in global form will not be considered holders of such Notes under the Indenture. After payment of any interest, principal or other amount to DTC, neither the Issuer nor the Co-Issuer will have any responsibility or liability for the payment of such amount by DTC or to any holder of a beneficial interest in a Note. DTC or its nominee will be the sole holder for any Notes held in global form, and therefore each person owning a beneficial interest in a Note held in global form must rely on the procedures of DTC (and if such person is not a participant in DTC on the procedures of the participant through which such person holds such interest) with respect to the exercise of any rights of a holder of a Note under the Indenture.

Projections, Forecasts and Estimates are Forward Looking Statements and are Inherently Uncertain

Estimates of the average lives of the Notes, together with any projections, forecasts and estimates provided to prospective purchasers of the Notes, are forward-looking statements. Projections are necessarily speculative in nature, and it should be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. Accordingly, actual results will vary from the projections, and such variations may be material. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates and default and recovery rates; market, financial or legal uncertainties; the timing of acquisitions of Collateral Obligations; differences in the actual allocation of Collateral Obligations among asset categories from those assumed; and mismatches between the time of accrual and receipt of Interest Proceeds from the Collateral Obligations. None of the Co-Issuers, the Placement Agents, the Portfolio Manager, the Trustee, the Collateral Administrator or any other party to this transaction or any of their respective affiliates has any obligation to update or otherwise revise any projections, forecasts or estimates, including any revisions to reflect changes in economic conditions or other circumstances arising after the Offering Date or to reflect the occurrence of unanticipated events.

Risks Relating to the Portfolio Manager

Limited Prior Operating History; Past Performance Not Indicative of Future Results. The Portfolio Manager began operations in 2012 and has a limited prior operating history. Under the terms of the Portfolio Manager’s limited partnership agreement, the aggregate operating expenses of the Portfolio Manager and UrsaMine, which entities share office space and personnel, are allocated between them in proportion to certain of their respective revenues. In the event the Management Fees and other revenues are insufficient to cover the Portfolio Manager’s allocable share of operating expenses, the limited partners of the Portfolio Manager may be required to make pro rata capital contributions to cover such operating expenses. See “The Portfolio Management Agreement” and “Overview—Priority of Payments.”

The past performance of the Portfolio Manager’s principals and affiliates in other portfolios or investment vehicles may not be indicative of the results that the Portfolio Manager may be able to achieve with the Collateral Obligations. Similarly, the past performance of the Portfolio Manager’s principals and affiliates over a particular period may not necessarily be indicative of the results that may be expected in future periods. Furthermore, the nature of, and risks associated with, the Issuer’s investments may differ substantially from those investments and strategies undertaken historically by the Portfolio Manager’s principals and affiliates. There can be no assurance that the Issuer’s investments will perform as well as past investments of the Portfolio Manager’s principals and affiliates, that the Issuer will be able to avoid losses or that the Issuer will be able to make investments similar to the past investments of the Portfolio Manager’s principals and affiliates. In addition, such past investments may have been made utilizing a leveraged capital structure, an asset mix and fee arrangements that are different from the

anticipated capital structure, asset mix and fee arrangements of the Issuer. Moreover, because the investment criteria that govern investments in the Issuer’s portfolio do not govern the investments and investment strategies of the Portfolio Manager’s principals and affiliates generally, such investments conducted in accordance with such criteria, and the results they yield, are not directly comparable with, and may differ substantially from other investments undertaken by the Portfolio Manager’s principals and affiliates.

Incentive Management Fees. The existence of the Incentive Management Fees payable to the Portfolio Manager may create an incentive for the Portfolio Manager to approve or cause the Issuer to make investments in more speculative Collateral Obligations than it would otherwise make in the absence of such performance-based compensation.

Dependence on Portfolio Manager. The performance of the Issuer’s portfolio depends heavily on the skills of the Portfolio Manager in analyzing, selecting and managing the Collateral Obligations. As a result, the Issuer will be highly dependent on the financial and managerial experience of certain investment professionals associated with the Portfolio Manager, none of whom is under any contractual obligation to the Issuer to continue to be associated with the Portfolio Manager for the term of this transaction. There can be no assurance that the individuals currently constituting the senior management team of the Portfolio Manager will continue to be affiliated with the Portfolio Manager or involved in the management and administration of the Assets for the Issuer. Any employment arrangements between the Portfolio Manager and its senior management team are subject to change or termination without the consent of the Issuer or any holder of the Notes. The loss of one or more of these individuals could have a material adverse effect on the performance of the Issuer. Furthermore, although the investment professionals of the Portfolio Manager will commit a commensurate amount of their resources to the management of the Assets, the Portfolio Manager has informed the Issuer that these investment professionals are also actively involved in other investment activities and will not be able to devote all of their time to the Issuer’s business and affairs. In addition, individuals not currently associated with the Portfolio Manager may become associated with the Portfolio Manager and the performance of the Collateral Obligations may also depend on the financial and managerial experience of such individuals. Moreover, the Portfolio Manager may resign or the Portfolio Management Agreement may be terminated under certain circumstances. See “The Portfolio Management Agreement” and “The Portfolio Manager.”

Significant Restrictions on Portfolio Manager’s Ability to Advise the Issuer. The Indenture and the Portfolio Management Agreement place significant restrictions on the Portfolio Manager’s ability to advise the Issuer to buy and sell Collateral Obligations, and the Portfolio Manager is subject to compliance with such provisions of the Indenture and the Portfolio Management Agreement. As a result of such restrictions contained in the Indenture and the Portfolio Management Agreement, the Issuer may be unable to buy or sell Collateral Obligations or to take other actions which the Portfolio Manager might consider in the interests of the Issuer and the holders of Notes and the Portfolio Manager may be required to make investment decisions on behalf of the Issuer that are different from those made for its other clients. In addition, the Portfolio Manager may pursue any strategy consistent with the Indenture and the Portfolio Management Agreement, and there can be no assurance that such strategy will not change from time to time in the future, in its sole discretion.

Risks Relating to the Collateral Obligations

Below Investment-Grade Assets. The Assets will consist primarily of non-investment-grade loans or interests in non-investment-grade loans and high-yield debt securities, which are subject to liquidity, market value, credit, interest rate, reinvestment and certain other risks. See also “—Poor General Economic Conditions and Poor Conditions in the Loan Markets” for a description of certain risks relating to below investment-grade assets arising from current economic conditions. It is anticipated that the Assets generally will be subject to greater risks than investment-grade corporate obligations. These risks could be exacerbated to the extent that the portfolio is concentrated in one or more particular types of Collateral Obligations.

Prices of the Assets may be volatile, and will generally fluctuate due to a variety of factors that are inherently difficult to predict, including but not limited to changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the obligors of the Assets. Additionally, loans and interests in loans have significant liquidity and market value risks since they are not generally traded in organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Because loans are privately syndicated and loan agreements are privately negotiated and customized, loans are not purchased

or sold as easily as publicly traded securities. In addition, historically the trading volume in the loan market has been small relative to the high-yield debt securities market.

The market for high-yield debt securities, in particular, has experienced periods of volatility and reduced liquidity. High-yield debt securities are generally unsecured, may be subordinated to other obligations of the issuer and generally have greater credit, insolvency and liquidity risk than is typically associated with investment-grade obligations. Depending upon market conditions, there may be a very limited market for high-yield debt securities. High-yield debt securities are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. The lower rating of high-yield debt securities reflects a greater possibility that adverse changes in the financial condition of the obligor or general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings or disruptions in the financial markets) or both may impair the ability of the obligor to make payments of principal and interest.

High-yield debt securities and leveraged loans have historically experienced greater default rates than has been the case for investment-grade securities. There can be no assurance as to the levels of defaults and/or recoveries that may be experienced on the Collateral Obligations. Collateral Obligations included in the Assets may include Discount Obligations and DIP Collateral Obligations. Such Collateral Obligations may be subject to a higher risk of becoming Defaulted Obligations than other Collateral Obligations. The ultimate amount of defaults and timing of the recoveries may substantially diminish the expected returns to the Subordinated Notes and the most subordinated classes of Secured Notes.

A non-investment-grade loan or debt obligation or an interest in a non-investment-grade loan is generally considered speculative in nature and may become a Defaulted Obligation for a variety of reasons. Upon any Collateral Obligation becoming a Defaulted Obligation, such Defaulted Obligation may become subject to either substantial workout negotiations or restructuring, which may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants with respect to such Defaulted Obligation. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on such Defaulted Obligation. The liquidity for Defaulted Obligations may be limited, and to the extent that Defaulted Obligations are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. Furthermore, there can be no assurance that the ultimate recovery on any Defaulted Obligation will be at least equal to either the minimum recovery rate assumed by either Rating Agency in rating the Secured Notes or any recovery rate used in connection with any analysis of the Offered Securities that may have been prepared by the Placement Agents for or at the direction of holders of any Offered Securities.

The Issuer Will Enter Into Agreements to Acquire a Portion of the Initial Portfolio of Collateral Obligations On or About the Closing Date. It is expected that all of the Assets will be purchased for settlement on or after the Closing Date. During the period from the pricing of the Notes to the Closing Date, the Portfolio Manager will enter into transactions in the secondary market to purchase Collateral Obligations the Aggregate Principal Balance of which is expected to equal approximately 63% of the Target Initial Par Amount for settlement on or about the Closing Date (the “Pre-Closing Acquisitions”) to facilitate the accumulation of the Issuer’s initial portfolio. The Portfolio Manager expects to use the remaining net proceeds of the issuance and sale of the Notes to purchase (and enter into agreements to purchase) additional Collateral Obligations during the Ramp-up Period, which is expected to end on or before the 150th day after the Closing Date.

Trades to purchase Collateral Obligations in the Pre-Closing Acquisitions will be executed at the prevailing prices at the time of execution of such trades and in market conditions applicable at that time. At any point during the Ramp- up Period, the market conditions related to and the prices of the Collateral Obligations purchased in the Pre-Closing Acquisitions (or thereafter) may differ from the market conditions and prices when such Collateral Obligations were purchased. Investors, especially those in the more subordinated Class of Notes, may be adversely impacted by higher prevailing prices, the quality of loans and other market conditions during the limited time period the trades for Pre-Closing Acquisitions will be entered into.

Ability of the Issuer to Acquire Collateral Obligations that Satisfy the Investment Criteria Subject to Market Conditions. A portion of the initial Collateral Obligations is expected to be purchased after the Closing Date as described herein. The ability of the Issuer to acquire an initial portfolio of Collateral Obligations that satisfies the

Investment Criteria at the projected prices, ratings, rates of interest and any other applicable characteristics will be subject to market conditions and availability of such Collateral Obligations. Any inability of the Issuer to acquire Collateral Obligations that satisfy the Investment Criteria specified herein may adversely affect the timing and amount of payments received by the holders of Offered Securities and the yield to maturity of the Secured Notes and the distributions on the Subordinated Notes. There is no assurance that the Issuer will be able to acquire Collateral Obligations that satisfy the Investment Criteria. In the event that all or a portion of the Collateral Obligations cannot be acquired either at the projected prices, rates of interest or timing of acquisition thereof, the expected cash flows to the Subordinated Notes and amounts available for reinvestment in additional portfolio assets will be impaired.

Reinvestment Risk. The amount of Collateral Obligations purchased on the Closing Date and the amount and timing of purchases of Collateral Obligations after the Closing Date will affect the cash flows available to make payments on the Notes. Reduced liquidity and relatively lower volumes of trading in certain Collateral Obligations, in addition to restrictions on investment under the Indenture, could result in periods of time during which the Issuer is not able to fully invest its available cash in Collateral Obligations or during which the assets available for investment will not be of comparable quality. It is unlikely that the Issuer’s available cash will be invested fully in Collateral Obligations at any time. The longer the period of investment in Eligible Investments (including cash), the greater the adverse impact may be on the aggregate amount of Interest Proceeds available for distribution by the Issuer. The associated reinvestment risk on the Collateral Obligations will be borne by the holders of the Notes in reverse order of priority, beginning with the Subordinated Notes. Although the Portfolio Manager may mitigate this risk to some degree during the Reinvestment Period by declaring a Special Redemption, the Portfolio Manager is not required to do so. Any Special Redemption will result in early deleveraging of the Issuer and may result in a lower yield on the Subordinated Notes.

The level of earnings on reinvestments will depend on the availability of investments determined by the Portfolio Manager to be appropriate investments by the Issuer and the interest rates thereon. The need to satisfy the Investment Criteria and identify acceptable investments may require the purchase of Collateral Obligations having lower yields than those Collateral Obligations previously acquired by the Issuer as Collateral Obligations mature, are prepaid or are sold or require temporary investment in Eligible Investments. In addition, obligors on the Collateral Obligations may be more likely to exercise any rights they may have to redeem, refinance or re-price such obligations when interest rates or spreads are declining. Any decrease in the yield on the Collateral Obligations will reduce the amounts available for distribution on the Notes.

Loan Prepayments or Re-Pricings. Loans are generally prepayable in whole or in part at any time at the option of the obligor thereof at par plus accrued unpaid interest thereon. Prepayments on loans may be caused by a variety of factors (including market conditions favoring refinancing at a lower rate) which are often difficult to predict. Consequently, there exists a risk that loans purchased at a price greater than par may experience a capital loss as a result of such a prepayment. In addition, principal proceeds received upon such a prepayment are subject to reinvestment risk during the Reinvestment Period. Any inability of the Issuer to reinvest payments or other proceeds in Assets with comparable interest rates that satisfy the Investment Criteria specified herein may adversely affect the timing and amount of payments received by the holders of Offered Securities and the yield to maturity of the Secured Notes and the distributions on the Subordinated Notes. There is no assurance that the Issuer will be able to reinvest proceeds in assets with comparable interest rates that satisfy the Investment Criteria or (if it is able to make such reinvestments) as to the length of any delays before such investments are made. If a high proportion of the Assets are prepaid in each year and the Issuer is unable to reinvest in additional collateral at the projected prices and rates of interest, the expected returns to the Notes may be substantially diminished.

In addition, in the past several years mechanics have been added to many credit agreements that make it significantly easier for borrowers to adjust the interest rates paid on existing loans. As a result, if market conditions allow for financing at a lower rate of interest, borrowers in respect of certain Collateral Obligations may be able to lower the interest rate on such Collateral Obligations. Any such re-pricing may adversely affect the Market Value or liquidity of the related Collateral Obligation. A decrease in the rate of interest paid on the Collateral Obligations may also cause one or more Interest Coverage Tests, the Minimum Moody’s Floating Spread Test, the Minimum S&P Floating Spread Test or certain other Collateral Quality Tests to no longer be satisfied or to worsen, which may make it more difficult for the Issuer to reinvest Principal Proceeds. Further, if a significant number of Collateral Obligations are subject to such a re-pricing, the returns on the Subordinated Notes may be substantially diminished and/or there may be insufficient Interest Proceeds to pay interest on each Class of Secured Notes, which may result

in the deferral of interest on the Deferrable Notes or, if there are insufficient funds to pay interest on the Senior Notes, an Event of Default.

Limited Disclosure about the Collateral Obligations. A substantial portion of the initial portfolio of Collateral Obligations to be acquired before the end of the Ramp-up Period has been identified by the Portfolio Manager but, for reasons of confidentiality, is not identified in this Offering Circular. Investors that regard the identity of the portfolio in whole or in part necessary or desirable for their investment decision need to consider the availability of that information other than through this Offering Circular.

The Issuer and the Portfolio Manager will not be required to provide the holders of the Offered Securities or the Trustee with financial or other information (which may include material non-public information) it receives pursuant to the Collateral Obligations and related documents. The Portfolio Manager also will not disclose to any of these parties the contents of any notice it receives pursuant to the Collateral Obligations or related documents. In particular, the Portfolio Manager will not have any obligation to keep any of these parties informed as to matters arising in relation to any Collateral Obligations, except with respect to: (i) the receipt or non-receipt, on an aggregate basis, of principal, interest, or other amounts of collections or recoveries; (ii) the cancellation of any Collateral Obligations; (iii) default amounts in respect of the Collateral Obligations; and (iv) certain other information required to be reported under the Portfolio Management Agreement and the Indenture.

The holders of the Offered Securities and the Trustee will not have any right to inspect any records relating to the Collateral Obligations, and the Portfolio Manager will not be obligated to disclose any further information or evidence regarding the existence or terms of, or the identity of any obligor on, any Collateral Obligations, unless specifically required by the Portfolio Management Agreement. Furthermore, the Portfolio Manager and the Trustee may demand that any persons requesting that information execute confidentiality agreements before being provided with the information.

Lender Liability and Equitable Subordination. A number of judicial decisions have upheld judgments of borrowers against lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has violated a duty (whether implied or contractual) of good faith, commercial reasonableness and fair dealing, or a similar duty owed to the borrower or has assumed an excessive degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of the Assets, the Issuer may be subject to allegations of lender liability.

In addition, under common law principles that in some cases form the basis for lender liability claims, if a lender or bondholder (a) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the nature of the Assets, the Assets may be subject to claims of equitable subordination.

Because affiliates of, or persons related to, the Portfolio Manager may hold equity or other interests in obligors of Collateral Obligations, the Issuer could be exposed to claims for equitable subordination or lender liability or both based on such equity or other holdings.

The preceding discussion is based upon principles of U.S. federal and state laws. Insofar as Collateral Obligations that are obligations of non-U.S. obligors are concerned, the laws of certain foreign jurisdictions may impose liability upon lenders or bondholders under factual circumstances similar to those described above, with consequences that may or may not be analogous to those described above under U.S. federal and state laws.

Liens Arising by Operation of Law. Federal or state law may grant liens on the collateral (if any) securing a Collateral Obligation that have priority over the Issuer’s interest in such collateral. An example of a lien arising under federal or state law is a tax or other government lien on property of an issuer of a Collateral Obligation. A tax lien may have priority over the Issuer’s lien on such collateral. To the extent a lien having priority over the Issuer’s lien exists with respect to the collateral related to any Collateral Obligation, the Issuer’s interest in the collateral will be subordinate to such lien. If the creditor holding such lien exercises its remedies, it is possible that, after such

creditor is repaid, sufficient cash proceeds from the underlying collateral will not be available to pay the outstanding principal amount of such Collateral Obligation.

Additional Risks Involved in Investments in Loans. The Issuer may acquire interests in loans either directly (by way of assignment from the selling institution) or indirectly (by purchasing a Participation Interest from the selling institution). As described in more detail below, holders of Participation Interests are subject to additional risks not applicable to a holder of a direct interest in a loan. In addition, if the Issuer acquires an interest in a Pre-funded Letter of Credit, the Issuer will be exposed to the credit risk of the applicable agent bank with respect to funded amounts deposited by the Issuer with such agent bank.

Participations by the Issuer in a selling institution’s portion of a loan typically result in a contractual relationship only with such selling institution, not with the borrower. In the case of a Participation Interest, the Issuer will generally have the right to receive payments of principal, interest and any fees to which it is entitled only from the institution selling the participation and only upon receipt by such selling institution of such payments from the borrower. By holding a Participation Interest in a loan, the Issuer generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set off against the borrower, and the Issuer may not directly benefit from the collateral supporting the loan in which it has purchased the participation. As a result, the Issuer will assume the credit risk of both the borrower and the institution selling the participation, which will remain the legal owner of record of the applicable loan. In the event of the insolvency of the selling institution, the Issuer, by owning a Participation Interest, may be treated as a general unsecured creditor of the selling institution, and may not benefit from any set off between the selling institution and the borrower. In addition, the Issuer may purchase a participation from a selling institution that does not itself retain any portion of the applicable loan and, therefore, may have limited interest in monitoring the terms of the loan agreement and the continuing creditworthiness of the borrower. When the Issuer holds a Participation Interest in a loan it will not have the right to vote under the applicable loan agreement with respect to every matter that arises thereunder, and it is expected that each selling institution will reserve the right to administer the loan sold by it as it sees fit and to amend the documentation evidencing such loan in all respects. Selling institutions voting in connection with such matters may have interests different from those of the Issuer and may fail to consider the interests of the Issuer in connection with their votes.

Certain of the loans or Participation Interests may be governed by the law of a jurisdiction other than a United States jurisdiction. Risks of investing outside the United States may include: (i) less publicly available information; (ii) varying levels of governmental regulation and supervision; and (iii) the difficulty of enforcing legal rights in a foreign jurisdiction and uncertainties as to the status, interpretation and application of laws. Moreover, foreign companies may be subject to accounting, auditing and financial reporting standards, practices and requirements different from those applicable to U.S. companies. The economies of individual non U.S. countries may also differ from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, volatility of currency exchange rates, capital reinvestment, resource self-sufficiency and balance of payments position. The Issuer is unable to provide any information with respect to the risks associated with purchasing a loan or a Participation Interest under an agreement governed by the laws of a jurisdiction other than a United States jurisdiction, including characterization under such laws of such Participation Interest or sub-Participation Interest in the event of the insolvency of the institution from whom the Issuer purchases such Participation Interest or sub-Participation Interest or the insolvency of the institution from whom the grantor of the sub-Participation Interest purchased its Participation Interest.

The purchaser of an assignment of an interest in a loan typically succeeds to all the rights and obligations of the assigning selling institution and becomes a lender under the loan agreement with respect to that loan. As a purchaser of an assignment, the Issuer generally will have the same voting rights as other lenders under the applicable loan agreement, including the right to vote to waive enforcement of breaches of covenants or to enforce compliance by the borrower with the terms of the loan agreement, and the right to set off claims against the borrower and to have recourse to collateral supporting the loan. Assignments are, however, arranged through private negotiations between assignees and assignors, and in certain cases the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning selling institution.

Assignments and participations are sold strictly without recourse to the selling institutions, and the selling institutions will generally make no representations or warranties about the underlying loan, the borrowers, the

documentation of the loans or any collateral securing the loans. In addition, the Issuer will be bound by provisions of the underlying loan agreements, if any, that require the preservation of the confidentiality of information provided by the borrower. Because of certain factors including confidentiality provisions, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not purchased or sold as easily as are publicly traded securities.

Limited Control of Administration and Amendment of Collateral Obligations. As a holder of an interest in a syndicated loan, the Issuer will have limited consent and control rights and such rights may not be effective in view of the expected proportion of such obligations held by the Issuer. The Portfolio Manager will exercise or enforce, or refrain from exercising or enforcing, any or all of the Issuer’s rights in connection with the Collateral Obligations or any related documents in accordance with its customary portfolio management practices and the standard of care specified in the Portfolio Management Agreement. The holders of Notes will not have any right to compel the Portfolio Manager to take or refrain from taking any actions other than in accordance with its customary portfolio management practices and the standard of care specified in the Portfolio Management Agreement.

The Portfolio Manager may, in accordance with its customary portfolio management practices and subject to the Indenture and the Portfolio Management Agreement, agree on behalf of the Issuer to extend or defer the maturity, or adjust the outstanding balance of, any Collateral Obligation, or otherwise amend, modify or waive the terms of any related loan agreement, including the payment terms thereunder. Any amendment, waiver or modification of a Collateral Obligation could postpone the expected date of payment of the Secured Notes and/or reduce the likelihood of timely and complete payment of interest on or principal of the Secured Notes or distributions on the Subordinated Notes.

Voting Restrictions on Syndicated Loans for Minority Holders. The Issuer will generally purchase each Collateral Obligation in the form of an assignment of, or Participation Interest in, a note or other obligation issued under a loan facility to which more than one lender is a party. These loan facilities are administered for the lenders by a lender or other agent acting as the lead administrator. The terms and conditions of these loan facilities may be amended, modified or waived only by the agreement of the lenders. Generally, any such agreement must include a majority or a supermajority (measured by outstanding loans or commitments) or, in certain circumstances, a unanimous vote of the lenders, and the Issuer may have a minority interest in such loan facilities. Consequently, the terms and conditions of a Collateral Obligation issued or sold in connection with a loan facility could be modified, amended or waived in a manner contrary to the preferences of the Issuer if the amendment, modification or waiver of such term or condition does not require the unanimous vote of the lenders and a sufficient number of the other lenders concur with such modification, amendment or waiver. There can be no assurance that any Collateral Obligations issued or sold in connection with any loan facility will maintain the terms and conditions to which the Issuer or a predecessor in interest to the Issuer originally agreed.

Participation on Creditors’ Committees. Subject to certain limitations set forth in the Portfolio Management Agreement, the Issuer may participate on committees formed by creditors to negotiate the management of financially troubled companies that may or may not be in bankruptcy or the Issuer may seek to negotiate directly with the debtors with respect to restructuring issues. The participants on any creditors’ committee will attempt to achieve an outcome that is in their respective individual best interests and there can be no assurance that results that are the most favorable to the Issuer will be obtained in such proceedings. If permitted to participate on any such committee, the Issuer may be deemed to have duties to other creditors represented by the committee, which might thereby expose the Issuer to liability to such other creditors who disagree with the Issuer’s actions.

Cov-Lite Loans. The Issuer may acquire Cov-Lite Loans in an amount not to exceed 60% of the Collateral Principal Amount, subject to the constraints imposed by the Collateral Quality Test, including the Minimum Weighted Average S&P Recovery Rate Test, which imposes lower recovery rates for Cov-Lite Loans than for other Senior Secured Loans. The loan agreements for these loans do not have (and do not contain a cross default provision to, and are not pari passu with, a loan that has) “maintenance tests” which are reviewed periodically in order to determine whether the borrower’s operating performance is satisfactory and which provide lenders with greater control over the quality of their investment by requiring the borrower to more strictly preserve its credit quality. The lack of maintenance tests in a Cov-Lite Loan may result in a higher risk of loss and may hinder a lender’s ability to restructure a problematic loan in order to mitigate the lender’s exposure to loss. The effect of the economic downturn on the obligors with respect to Cov-Lite Loan is not yet known.

Second Lien Loans. The portfolio may include a limited amount of Second Lien Loans. Second Lien Loans are subject to the same investment risks generally applicable to loans described above but are also subordinate in security to one or more Senior Secured Loans of the related obligor and therefore are subject to additional risk that the cashflow of the related obligor and the property securing the Second Lien Loan may be insufficient to pay the scheduled payments to the lender after giving effect to any senior secured obligations of the related obligor. Second Lien Loans are also expected to be less liquid than Senior Secured Loans.

Unsecured Loans and High Yield Bonds. The portfolio may include a limited amount of unsecured loans. Unsecured loans and most High Yield Bonds are unsecured obligations of the applicable issuer, may be subordinated to other obligations of the applicable issuer and generally have greater credit, insolvency and liquidity risk than is typically associated with investment grade obligations and secured obligations. Unsecured obligations will generally have lower rates of recovery than secured obligations following a default. Also, in the event of the insolvency of an applicable issuer of any unsecured obligation, the holders of such unsecured obligation will be considered general, unsecured creditors of the applicable issuer, will have fewer rights than secured creditors of the applicable issuer and will be subordinate to the secured creditors with respect to the related collateral. See also “— Bankruptcy of Issuers of Collateral Obligations.”

Insolvency Considerations. Various laws enacted for the protection of creditors may apply to the Collateral Obligations. The information in this and the following paragraph is applicable with respect to U.S. issuers. Insolvency considerations will differ with respect to non-U.S. Issuers. If a court in a lawsuit brought by an unpaid creditor or representative of creditors of an issuer of a Collateral Obligation, such as a trustee in bankruptcy, were to find that the issuer did not receive fair consideration or reasonably equivalent value for incurring the indebtedness constituting such Collateral Obligation and, after giving effect to such indebtedness, the issuer (i) was insolvent, (ii) was engaged in a business for which the remaining assets of such issuer constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could determine to invalidate, in whole or in part, such indebtedness or any liens with respect to such indebtedness as a fraudulent conveyance, to subordinate such indebtedness or any such liens to existing or future creditors of the issuer or to recover amounts previously paid by the issuer in satisfaction of such indebtedness. The measure of insolvency for purposes of the foregoing will vary. Generally, an issuer would be considered insolvent at a particular time if the sum of its debts were then greater than all of its property at a fair valuation or if the present fair salable value of its assets were then less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply in order to determine whether the issuer was “insolvent” after giving effect to the incurrence of the indebtedness constituting the Collateral Obligations or that, regardless of the method of valuation, a court would not determine that the issuer was “insolvent” upon giving effect to such incurrence. In addition, in the event of the insolvency of an issuer of a Collateral Obligation, payments made on such Collateral Obligations could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year under Federal bankruptcy law or even longer under state laws) before insolvency.

In general, if payments on Collateral Obligations are avoidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient (such as the Issuer) or from subsequent transferees of such payments (such as the holders of the Offered Securities). To the extent that any such payments are recaptured from the Issuer, the resulting loss will be borne by the holders of the Offered Securities in inverse order of seniority as described above under “—Subordination of the Notes.” However, a court in a bankruptcy or insolvency proceeding would be able to direct the recapture of any such payment from a holder of Offered Securities only to the extent that such court has jurisdiction over such holder or its assets. Moreover, it is likely that avoidable payments could not be recaptured directly from a holder that has given value in exchange for its Offered Security, in good faith and without knowledge that the payments were avoidable. Nevertheless, since there is no judicial precedent relating to a structured transaction such as the Offered Securities, there can be no assurance that a holder of Offered Securities will be able to avoid recapture on this or any other basis.

Bankruptcy of Issuers of Collateral Obligations. There is a significant risk that one or more of the issuers of Collateral Obligations may enter bankruptcy proceedings. Such proceedings may result in, among other things, a substantial reduction in the interest rate and a substantial write-down of the principal of the related Collateral Obligation. There are a number of significant risks inherent in the bankruptcy process. First, rulings in a bankruptcy case are the product of adversary proceedings determined by a court with equitable powers, and are beyond the control of specific creditors. Second, a bankruptcy filing may adversely and permanently affect the

issuer of the Collateral Obligation making such filing. The issuer of the Collateral Obligation may lose its market position, key employees, relationships with important suppliers, access to the capital markets or other sources of liquidity and otherwise become incapable of restoring itself as a viable entity. If for this or any other reason, a Chapter 11 reorganization is converted to or becomes a liquidation, the liquidation value of the obligor may not equal the liquidation value that was believed to exist at the time of purchase of the Collateral Obligation. Third, the duration of a bankruptcy case is difficult to predict. A creditor’s return on investment can be adversely affected by delays while a plan of reorganization is being negotiated, approved by parties in interest and confirmed by the bankruptcy court until it ultimately becomes effective. For example, in general, unsecured creditors’ claims for interest accrued between the bankruptcy filing and a reorganization plan’s consummation are not allowed. Fourth, the administrative costs of the debtor and official committees in connection with the bankruptcy case are frequently high and will be paid out of the debtor’s estate prior to any return to general unsecured creditors. If the bankruptcy case involves protracted or difficult litigation, or turns into a liquidation, substantial assets may be devoted to such administrative costs; a creditor’s costs in monitoring and enforcing its investment also may substantially increase. Certain claims that have priority by law (for example, claims for taxes) also may be significant. Finally, under certain circumstances, creditors’ claims against bankrupt or insolvent entities may be subject to equitable subordination or recharacterization as equity (particularly where the creditor is an insider or otherwise controls the debtor), and transfers made to creditors may be subject to avoidance and disgorgement as preferences or fraudulent conveyances.

Purchase of Collateral Obligations through One or More Subsidiaries. Some of the Collateral Obligations may be held by an ETB Subsidiary. The Issuer’s ability to realize the economic benefits of its indirect ownership of these assets depends on the ability of the ETB Subsidiaries to make payments and other distributions to the Issuer. In the event that any ETB Subsidiary is unable for any reason to make such payments or other distributions to the Issuer, the Issuer may not be able to realize the full economic benefits of the assets held by such ETB Subsidiary. In addition, the Issuer will generally be responsible for the taxes and costs associated with ETB Subsidiaries.

Risks Relating to Certain Conflicts of Interest

Certain Conflicts of Interest Involving the Rating Agencies. Moody’s and S&P may have a conflict of interest because the Issuer pays the fees charged by each such rating agency for its ratings services.

Various Potential and Actual Conflicts of Interest. Various potential and actual conflicts of interest may arise from the overall investment activity of the Portfolio Manager, its clients and its affiliates and the Placement Agents, their respective clients and their respective affiliates. Certain conflicts of interest may also arise from the activities of the Rating Agencies in connection with the transaction. The following briefly summarizes some of these conflicts, but is not intended to be an exhaustive list of all such conflicts.

Conflicts of Interest Involving the Portfolio Manager. The Portfolio Manager, its affiliates and their respective clients and its employees may invest or have already invested in obligations that would also be appropriate as Collateral Obligations. Such investments may be different from or identical to those made on behalf of the Issuer. The Portfolio Manager’s, its affiliates’ and their respective clients’ trading activities generally are carried out without reference to positions held by the Issuer and may have an effect on the value of the positions so held, or may result in the Portfolio Manager, its affiliates or their respective clients having an interest in the applicable obligor adverse to that of the Issuer. In addition, the Portfolio Manager, its affiliates or their respective clients may create, write, sell, purchase or issue derivative instruments (including, without limitation, for the purchase or sale of credit protection) with respect to which the underlying securities may be those in which the Issuer invests or which may be based on the performance of the Issuer. The Portfolio Manager, its affiliates and their respective clients and employees may also have or establish relationships with issuers whose obligations are Collateral Obligations (and with the managers of such issuers) and may now or in the future own or seek to acquire equity securities or debt obligations issued by issuers of Collateral Obligations. As a result, officers, directors or affiliates of the Portfolio Manager may possess information relating to obligors of Collateral Obligations that is not known to the individuals at the Portfolio Manager responsible for monitoring the Collateral Obligations and performing the other obligations under the Portfolio Management Agreement. The Portfolio Manager, its affiliates and their respective clients and employees may have investment objectives, programs, strategies and positions that are similar or dissimilar to or may conflict with those of the Issuer. In addition, the Portfolio Manager, its affiliates and their respective clients and employees may invest in debt obligations that compete with, have interests different from or adverse to, or are affiliated with the issuers of the securities that are Collateral Obligations, which could adversely affect the

performance of the Issuer. The Portfolio Manager and its affiliates may also serve as investment managers of other collateralized debt obligations, funds, private accounts and other investment vehicles. The terms of these arrangements, including the fees attributable thereto, may differ significantly from those of the Issuer. In particular, certain investment vehicles and accounts managed by the Portfolio Manager or its affiliates may provide for fees (including incentive fees) to the Portfolio Manager that are higher than the Management Fees payable by the Issuer under the Portfolio Management Agreement. In addition, the Portfolio Manager, its affiliates and their respective clients and employees may serve as a general partner and/or manager of limited partnerships or other entities organized to issue notes or certificates, similar to the Notes, which are secured by obligations similar to the Collateral Obligations. The Portfolio Manager and its affiliates may often be seeking simultaneously to purchase or sell investments for the Issuer, itself and any similar entity or other investment account for which it serves as Portfolio Manager or for its clients or affiliates, and the Portfolio Manager will have the discretion to apportion such investments among such entities: accordingly, the Portfolio Manager cannot assure equal treatment across its investment clients. Although the principals and employees of the Portfolio Manager or its affiliates will devote as much time to the Issuer as the Portfolio Manager deems appropriate, such principals and employees may have conflicts in allocating their time and services among the Issuer and the Portfolio Manager’s or its affiliates’ other accounts and businesses.

Neither the Portfolio Manager nor any of its affiliates is under any obligation to offer investment opportunities of which they become aware to the Issuer or to the account of the Issuer (or share with the Issuer any such transaction or any benefit received by the Portfolio Manager or its affiliates from any such transaction or to inform the Issuer of any such transaction or any benefit received by the Portfolio Manager or its affiliates from any transaction) or to inform the Issuer of any investment opportunities before offering any investment opportunities to other funds or accounts that the Portfolio Manager and/or its affiliates manage or advise. Affirmative obligations may exist or may arise in the future, whereby the Portfolio Manager and/or its affiliates are obligated to offer certain investments to funds or accounts that they manage or advise before or without the Portfolio Manager offering those investments to the Issuer. Research and other services obtained by the Portfolio Manager or produced by the Portfolio Manager for one client may be used to service other clients, including the Issuer. The Portfolio Manager may also provide other advisory services for a customary fee to issuers whose debt obligations or other securities are Collateral Obligations and neither the holders of the Notes nor the Issuer shall have any right to such fees. In connection with the foregoing activities and the Portfolio Manager’s other business activities, the Portfolio Manager and its affiliates may from time to time come into possession of material non-public information that limits the ability of the Portfolio Manager to make an investment for the Issuer, and the Issuer’s investments may be constrained as a consequence of the Portfolio Manager’s inability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on behalf of its clients, including the Issuer. Furthermore, the Portfolio Manager may elect not to receive material, non-public confidential information in respect of a Collateral Obligation if its receipt of such information would restrict the Portfolio Manager, its affiliates or their respective clients and employees from purchasing or selling securities for themselves or their clients or otherwise engaging in transactions in respect of the issuer or obligor of such Collateral Obligation. The Portfolio Manager seeks to minimize such restrictions when possible, consistent with applicable law and its internal policies, but there can be no assurance that its efforts will be successful and that restrictions will not occur. The Portfolio Manager also may be unable, as a result of restrictions applicable to it in the Indenture and placed on it in the Portfolio Management Agreement, to buy or sell securities or to take other actions that it might consider to be in the best interests of the Issuer and the holders of Notes.

The Portfolio Manager and its affiliates may have economic interests in or other relationships with issuers in whose obligations or securities the Issuer may invest. In particular, such persons may make and/or hold an investment in an issuer’s securities that may be pari passu, senior or junior in ranking to an investment in such issuer’s securities made and/or held by the Issuer or in which partners, securityholders, officers, directors, agents or employees of such persons serve on boards of directors or otherwise have ongoing relationships. Further, the Portfolio Manager or its affiliates may hold equity or other interests in the issuers in whose securities the Issuer may invest. The purchase, holding and sale of such investments by the Issuer may enhance the profitability of the Portfolio Manager’s own investments in such companies. The Portfolio Manager and/or its affiliates may act as an underwriter, arranger or placement agent, or otherwise participate in the origination, structuring, negotiation, syndication or offering of Collateral Obligations purchased by the Issuer. Each of such ownership and other relationships may result in securities laws restrictions on transactions in such securities by the Issuer and otherwise create conflicts of interest for the Issuer. In such instances, the Portfolio Manager, and its respective affiliates may in their discretion make

investment recommendations and decisions that may be the same as or different from those made with respect to the Issuer’s investments. The Portfolio Manager will have no obligation to purchase, sell or exchange any security or financial instrument for the Issuer which the Portfolio Manager may purchase, sell or exchange for any other investment account for which the Portfolio Manager, its affiliates or their respective employees serves as portfolio manager. There is no assurance that any collateralized debt obligation or other client with strategies or investment objectives similar to the Issuer will hold the same assets or perform in a similar manner.

A broker may from time to time sell assets to the Issuer or purchase assets from the Issuer as broker both for the Issuer and another Person on the other side of the transaction, in which case such broker will act as broker for, receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to such transaction. So long as the Portfolio Manager and such broker satisfy their respective duties and obligations to the Issuer under the Portfolio Management Agreement and comply with applicable law, the Issuer pursuant to the Portfolio Management Agreement authorizes and consents to such broker engaging in any such transaction and acting in such capacities. In addition, pursuant to the Portfolio Management Agreement, the Portfolio Manager shall not direct the Trustee to (i) purchase any investment for inclusion in the Assets from the Portfolio Manager as principal, any affiliate of the Portfolio Manager or any account or portfolio for which the Portfolio Manager or any of its affiliates serves as investment adviser, or (ii) sell directly any Asset to the Portfolio Manager as principal, any affiliate of the Portfolio Manager or any account or portfolio for which the Portfolio Manager or any of its affiliates serves as investment adviser unless (x) such transactions are exempt from the prohibited transaction rules of ERISA and the Code and will be consummated on terms prevailing in the market and (y) the terms thereof are substantially as advantageous to the Issuer as the terms the Portfolio Manager would obtain in a comparable arm’s length transaction with a non-affiliate.

The Portfolio Manager may seek to aggregate or “bunch” orders when it determines it is in the best interest of the client. Orders to purchase or sell the same securities may be aggregated or “bunched” as one order, consistent with the principle of obtaining best price and execution. Notes purchased or sold in connection with such orders will be allocated pursuant to procedures adopted by the Portfolio Manager.

The Portfolio Manager may from time to time rely on the brokerage, trading, settlement and other capital markets capabilities of its affiliates and other third-party providers in performing its duties under the Portfolio Management Agreement.

The Portfolio Manager or one or more of its affiliates and their respective partners or employees may purchase a portion of the Subordinated Notes, and such persons may at any time purchase Notes of any Class. Neither the Portfolio Manager nor any such affiliate, partner or employee is required to hold or own any Notes, and each may sell any Notes held by it at any time. If such purchases occur, the Portfolio Manager or its affiliates and their respective partners or employees may face conflicts between the interests of the holders of any Class of Notes senior to the Classes of Notes purchased by the Portfolio Manager or any of such affiliates, partners or employees on the one hand and its interests on the other hand when acting on behalf of the Issuer under the Portfolio Management Agreement, and although the Portfolio Manager may at times be a holder of Notes, its interests and incentives will not necessarily be similar to those of the other holders of Notes (or of the holders of any particular Class of Notes). If the Portfolio Manager, its affiliates and their respective partners or employees were to own a Majority of the Subordinated Notes, such persons would be permitted to control an Optional Redemption, partial redemption by Refinancing and various other potential actions of the Issuer described in this Offering Circular.

Other present and future activities of the Portfolio Manager and/or its affiliates and their respective clients, partners and employees may give rise to additional conflicts of interest.

The Portfolio Manager may from time to time consult with, receive input from and provide information to third parties (who may or may not be or become direct and indirect owners of Notes) in respect of obligations being considered for acquisition by the Issuer. Some of those same third parties may have interests adverse to those of the holders of Notes and may take a short position (for example, by buying protection under a credit default swap) relating to any such obligations or securities. This Offering Circular does not contain any information regarding the individual Collateral Obligations that will comprise the Issuer’s initial portfolio or that may secure the Secured Notes from time to time.

Conflicts of Interest Involving GreensLedge. GreensLedge Capital Markets LLC (“GreensLedge”) will serve as a Placement Agent for the Notes, and will receive consideration for such service from the Co-Issuers pursuant to the Placement Agency Agreement.

GreensLedge’s affiliates, principals and/or clients may invest or take long or short positions in the Offered Securities, which may be different from the position taken by holders of the Notes. Any such short position will increase in value if the Offered Securities decrease in value. GreensLedge is not obligated to consider the interests of the holders of the Offered Securities or any effect that such positions could have on them.

GreensLedge may, on behalf of clients, “arrange” a Hedge Agreement. The position of its clients in such a derivative transaction may increase in value if the Offered Securities default or decrease in value. In conducting such activities, GreensLedge is under no obligation to consider the interests of holders of the Offered Securities or the impact of any such activities on the holders.

GreensLedge and any of its respective affiliates may act in its own commercial interest in these various capacities without regard to whether its interests conflict with those of the noteholders or any other party. GreensLedge or its affiliates do not take any responsibility for, and have no obligations in respect of, the Co-Issuers.

GreensLedge or its affiliates may provide investment banking, commercial banking, asset management, financing and financial advisory services and products to the Portfolio Manager, its affiliates, and funds managed by the Portfolio Manager and its affiliates. As a result of such arrangements, GreensLedge or its affiliates may have interests adverse to those of the Issuer and holders of the Notes. GreensLedge is not obligated to consider the interests of the holders of the Offered Securities or any effect that such positions could have on them.

GreensLedge and its respective affiliates may have ongoing relationships (including, without limitation, the provision of investment banking, commercial banking and advisory services or engaging in securities or derivatives transactions) with issuers whose debt obligations constitute Collateral Obligations. GreensLedge and its respective affiliates may also have ongoing relationships (including, without limitation, the provision of investment banking, commercial banking and advisory services or engaging in securities or derivatives transactions) with purchasers of the Notes. GreensLedge’s clients may also invest in debt obligations that have interests different from or adverse to the debt obligations that constitute Collateral Obligations.

In addition, certain “private side” and “walled off” areas of GreensLedge or its affiliates may have access to material non-public information regarding the Collateral Obligations or the issuers whose debt obligations constitute Collateral Obligations. These areas have not participated in the preparation of this Offering Circular, nor have they provided any material non-public information to any employee of GreensLedge involved in the preparation of this Offering Circular.

Conflicts of Interest Involving PNC. Various potential and actual conflicts of interest may arise as a result of the investment banking, commercial banking, asset management, financing and financial advisory services and products provided by PNC Capital Markets LLC (“PNC”) and its affiliates (together with PNC, the “PNC Companies”) to the Co-Issuers, the Trustee, the Portfolio Manager, the issuers of the Collateral Obligations and others, as well as in connection with the investment, trading and brokerage activities of the PNC Companies. The following briefly summarizes some of these conflicts, but is not intended to be an exhaustive list of all such conflicts.

PNC will serve as a Placement Agent to the Co-Issuers and will be paid fees and commissions for such services by the Co-Issuers from the proceeds of the issuance of the Notes. In its capacity as Placement Agent, PNC will privately place certain of the Notes in negotiated transactions at varying prices to be determined at the time of sale. One or more of the PNC Companies and one or more accounts or funds managed by a PNC Company may from time to time hold Notes for investment, trading or other purposes. In addition, it is anticipated that a PNC Company will purchase at least a Majority of the Class A Notes for its own account on the Closing Date. The Indenture provides for certain actions to occur at the direction of or require the approval of a Majority of the Controlling Class, such as determining the remedies to be exercised following an Event of Default. Consequently, it is expected that the PNC Companies will initially be able to take or approve such actions without seeking the approval of any other party. None of the PNC Companies are required to own or hold any Notes and may sell any Notes held by them at any time. No PNC Company has done, and no PNC Company will do, any analysis of the Collateral Obligations

acquired or sold by the Issuer for the benefit of, or in a manner designed to further the interests of, any holder of the Notes.

Certain Eligible Investments may be issued, managed or underwritten by one or more of the PNC Companies. One or more of the PNC Companies may provide investment banking, commercial banking, asset management, financing and financial advisory services and products to the Portfolio Manager, its affiliates, and funds managed by the Portfolio Manager and its affiliates, and purchase, hold and sell, both for their respective accounts or for the account of their respective clients, on a principal or agency basis, loans, securities, and other obligations and financial instruments of the Portfolio Manager, its affiliates, and funds managed by the Portfolio Manager and its affiliates. As a result of such transactions or arrangements, one or more of the PNC Companies may have interests adverse to those of the Co-Issuers and holders of the Notes. The PNC Companies will not be restricted in their performance of any such services or in the types of debt or equity investments which they may make. In conducting the foregoing activities, the PNC Companies will be acting for their own account or for the account of their customers and will have no obligation to act in the interest of the Co-Issuers or any holders of the Notes.

One or more of the PNC Companies may:

• have placed or underwritten, or acted as a financial arranger, structuring agent or advisor in connection with the original issuance of, or may act as a broker or dealer with respect to, certain of the Collateral Obligations;

• act as paying agent and in other capacities in connection with certain of the Collateral Obligations or other classes of securities issued by an issuer of a Collateral Obligation or an affiliate thereof;

• be a counterparty to issuers of certain of the Collateral Obligations under swap or other derivative agreements;

• lend to certain of the issuers of Collateral Obligations or their respective affiliates or receive guarantees from the issuers of those Collateral Obligations or their respective affiliates;

• provide other investment banking, asset management, commercial banking, financing or financial advisory services to the issuers of Collateral Obligations or their respective affiliates; or

• have an equity interest, which may be a substantial equity interest, in certain issuers of the Collateral Obligations or their respective affiliates.

When acting as a paying agent or in other service capacities with respect to a Collateral Obligation, the PNC Companies will be entitled to fees and expenses senior in priority to payments to the holders of such Collateral Obligation. If acting as a trustee for other classes of securities issued by the issuer of a Collateral Obligation or an affiliate thereof, the PNC Companies will owe duties to the holders of such other classes of securities, which classes of securities may have differing interests from the holders of the class of securities of which the Collateral Obligation is a part, and may take actions that are adverse to the holders (including the Co-Issuers) of the class of securities of which the Collateral Obligation is a part. As a counterparty under swaps and other derivative agreements, the PNC Companies might take actions adverse to the interests of the Co-Issuers, including, but not limited to, demanding collateralization of its exposure under such agreements (if provided for thereunder) or terminating such swaps or agreements in accordance with the terms thereof. In making and administering loans and other obligations, the PNC Companies might take actions including, but not limited to, restructuring a loan, foreclosing on or exercising other remedies with respect to a loan, requiring additional collateral or other credit enhancement, charging significant fees and interest, placing the obligor in bankruptcy or demanding payment on a loan guarantee or under other credit enhancement. The Issuer’s purchase, holding and sale of Collateral Obligations may enhance the profitability or value of investments made by the PNC Companies in the issuers thereof. As a result of all such transactions or arrangements between the PNC Companies and issuers of Collateral Obligations or their respective affiliates, the PNC Companies may have interests that are contrary to the interests of the Co-Issuers and the holders of the Notes. The PNC Companies may from time to time enter into financing and derivative transactions (including repurchase transactions) with third parties (including the Portfolio Manager and its affiliates) with respect to the Notes, and the PNC Companies in connection therewith may acquire or establish long, short or

derivative financial positions with respect to the Notes, the Collateral Obligations or one or more portfolios of financial assets similar to the portfolio of Collateral Obligations, including the right to exercise voting rights with respect to such Collateral Obligations, Notes or other assets, and may act without regard to whether any such action might have an adverse effect on the Co-Issuers and the holders of the Notes.

As part of their regular business, the PNC Companies provide investment banking, commercial banking, asset management, financing and financial advisory services and products to, and purchase, hold and sell, both for their respective accounts or for the account of their respective clients, on a principal or agency basis, loans, securities, and other obligations and financial instruments and engage in private investment activities. The PNC Companies will not be restricted in their performance of any such services or in the types of debt or equity investments which they may make. In conducting the foregoing activities, the PNC Companies will be acting for their own account or the account of their customers and will have no obligation to act in the interest of the Co-Issuers.

The PNC Companies may, by virtue of the relationships described above or otherwise, at the date hereof or at any time hereafter, be in possession of information regarding certain of the issuers of Collateral Obligations and their respective affiliates that is or may be material in the context of the Notes and that is or may not be known to the general public. None of the PNC Companies has any obligation, and the offering of the Notes will not create any obligation on their part, to disclose to any purchaser of the Notes any such relationship or information, whether or not confidential.

DESCRIPTION OF THE OFFERED SECURITIES

The Indenture and the Secured Notes

All of the Notes will be issued pursuant to the Indenture. The Indenture will provide a security interest for the Secured Notes and certain rights and obligations that are applicable to the Notes. The following summary describes certain provisions of the Secured Notes and the Indenture and, to a limited extent, the Subordinated Notes. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Indenture. Additional information regarding the Subordinated Notes appears under “—The Subordinated Notes.”

Status and Security

The Co-Issued Notes will be limited recourse obligations of the Co-Issuers and the Class E Notes and Class F Notes will be limited recourse obligations of the Issuer, in each case, secured as described below, and will rank in priority with respect to each other as described herein. Under the terms of the Indenture, the Issuer will grant to the Trustee for the benefit of the Secured Parties a security interest in the Assets to secure the Issuer’s obligations under the Indenture, any Hedge Agreements, the Portfolio Management Agreement, the Collateral Administration Agreement and the Secured Notes. See “Security for the Secured Notes.”

Payments of interest and principal on the Secured Notes will be made from the proceeds of the Assets, in accordance with the priorities described under “Overview—Priority of Payments” herein. The aggregate amount that will be available from the Assets for payment on the Secured Notes and of certain expenses of the Co-Issuers on any Payment Date will be (i) the sum of Interest Proceeds and Principal Proceeds for the period (a “Collection Period”) commencing immediately following the prior Collection Period (or on the Closing Date, in the case of the Collection Period relating to the first Payment Date) and ending on the second Business Day of the month in which such Payment Date occurs or, in the case of (x) the final Collection Period preceding the latest Stated Maturity of any Class of Notes, (y) the final Collection Period preceding an Optional Redemption or Clean-up Call Redemption or (z) the final Collection Period preceding final payment on the Notes following the liquidation of the Assets following an Event of Default, ending on the day preceding such Stated Maturity, Redemption Date or final payment, respectively, plus (ii) any payments received on or before such Payment Date on any Hedge Agreement. To the extent these amounts are insufficient to meet payments due in respect of the Secured Notes and expenses following liquidation of the Assets, the Co-Issuers will have no obligation to pay such deficiency.

Interest

The Secured Notes of each Class will bear stated interest from the Closing Date and such interest will be payable in arrears on each quarterly Payment Date on the aggregate outstanding principal amount thereof on the first day of the related Interest Accrual Period (after giving effect to payments of principal thereof on such date). The period from and including the Closing Date to but excluding the first Payment Date and each succeeding period from and including each Payment Date to but excluding the following Payment Date until the principal of the Secured Notes is paid or made available for payment, is an “Interest Accrual Period.” In the case of the Class B-2 Notes, the Payment Date referenced for purposes of determining the Interest Accrual Period shall be deemed to be the dates set forth in the definition of “Payment Date” (irrespective of whether such day is a Business Day).

The per annum stated interest rate payable on the Secured Notes of each Class (the “Interest Rate” for such Class) with respect to each Interest Accrual Period will be the rate indicated under “Overview—Principal Terms of the Offered Securities.” As used herein, “Class” means, in the case of (x) the Secured Notes, all of the Secured Notes having the same Interest Rate, Stated Maturity and designation and (y) the Subordinated Notes, all of the Subordinated Notes; provided, that, for purposes of any vote, request, demand, authorization, direction, notice, consent, waiver, objection or similar action under the Indenture, the Portfolio Management Agreement or any other related agreement, the Class B-1 Notes and the Class B-2 Notes will constitute a single Class and the Class D-1 Notes and the Class D-2 Notes will constitute a single Class.

So long as any more senior Class of Secured Notes is outstanding, to the extent that funds are not available on any Payment Date to pay the full amount of interest on any Class of Deferrable Notes, or if such interest is not paid in order to satisfy the Coverage Tests, such amounts (“Deferred Interest”) will not be due and payable on such Payment Date, but will be deferred and added to the principal balance of such Classes and, thereafter, will bear

interest at the Interest Rate for such Classes until paid, and the failure to pay such Deferred Interest on such Payment Date will not be an Event of Default under the Indenture; provided, however, that any such Deferred Interest must, in any case, be paid no later than the earlier of the Redemption Date or Stated Maturity of the relevant Class of the Secured Notes. See “—The Indenture—Events of Default.” Interest may be deferred on the Class C Notes as long as any Senior Notes are outstanding, on the Class D Notes as long as any Senior Notes or Class C Notes are outstanding, on the Class E Notes as long as any Co-Issued Notes are outstanding and on the Class F Notes as long as any Co-Issued Notes or Class E Notes are outstanding.

If any interest due and payable in respect of any Senior Note (or, if there are no Senior Notes outstanding, any Class C Note or, if there are no Class C Notes outstanding, any Class D Note or, if there are no Class D Notes outstanding, any Class E Note or, if there are no Class E Notes outstanding, any Class F Note) is not punctually paid or duly provided for on the applicable Payment Date and such default continues for five Business Days or is not paid at the applicable Stated Maturity, an Event of Default will occur. To the extent lawful and enforceable, interest on such defaulted interest will accrue at a per annum rate equal to the Interest Rate applicable to such Notes from time to time in each case until paid.

Interest on the Floating Rate Notes will be calculated on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by 360. Interest on the Class B-2 Notes will be calculated on the basis of twelve 30 day months divided by 360.

The Issuer has initially appointed the Trustee as calculation agent (the “Calculation Agent”) for purposes of determining LIBOR for each Interest Accrual Period. The Calculation Agent will determine LIBOR (a) with respect to the first Interest Accrual Period, (i) for the period from the Closing Date to but excluding the First LIBOR Period End Date, on the second London Banking Day preceding the Closing Date and (ii) for the remainder of the first Interest Accrual Period, on the second London Banking Day preceding the First LIBOR Period End Date; and (b) with respect to each Interest Accrual Period thereafter, on the second London Banking Day preceding the first day of such Interest Accrual Period (each, an “Interest Determination Date”).

“LIBOR” for any Interest Accrual Period will equal (a) the rate appearing on the Reuters Screen for deposits with a term of three months; provided, that LIBOR for the period from the Closing Date to but excluding the First LIBOR Period End Date will be determined by interpolating linearly (and rounding to five decimal places) between the rates with the two closest maturities or (b) if such rate is unavailable at the time LIBOR is to be determined, LIBOR shall be determined on the basis of the rates at which deposits in U.S. Dollars are offered by four major banks in the London market selected by the Calculation Agent (the “Reference Banks”) at approximately 11:00 a.m., London time, on the Interest Determination Date to prime banks in the London interbank market for a period approximately equal to such period and an amount approximately equal to the aggregate outstanding principal amount of the Secured Notes. The Calculation Agent will request the principal London office of each Reference Bank to provide a quotation of its rate. If at least two such quotations are provided, LIBOR shall be the arithmetic mean of such quotations (rounded upward to the next higher 1/100). If fewer than two quotations are provided as requested, LIBOR with respect to such Interest Accrual Period will be the arithmetic mean of the rates quoted by three major banks in New York, New York selected by the Calculation Agent at approximately 11:00 a.m., New York time, on such Interest Determination Date for loans in U.S. Dollars to leading European banks for a term approximately equal to such Interest Accrual Period and an amount approximately equal to the aggregate outstanding principal amount of the Secured Notes. If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures described above, LIBOR will be LIBOR as determined on the previous Interest Determination Date.

“London Banking Day” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London, England.

“Reuters Screen” means the rates for deposits in dollars which appear on the Reuters Screen LIBOR 01 Page (or such other page that may replace that page on such service for the purpose of displaying comparable rates) on the Bloomberg Financial Markets Commodities News as of 11:00 a.m., London time, on the Interest Determination Date.

As soon as possible after 11:00 a.m. London time on each Interest Determination Date, but in no event later than 11:00 a.m. London time on the London Banking Day immediately following each Interest Determination Date, the

Calculation Agent will calculate the Interest Rate for each Class of Floating Rate Notes for the next Interest Accrual Period and the amount of interest payable in respect of each $100,000 principal amount of each Class of Secured Notes (the “Note Interest Amount” with respect thereto) (in each case, rounded to the nearest cent, with half a cent being rounded upward) on the related Payment Date and give notice thereof to the Co-Issuers, the Trustee, the Paying Agents (as defined herein), Euroclear, Clearstream, the Portfolio Manager and, so long as any Class of Notes is listed thereon, the Irish Stock Exchange. The Calculation Agent will also specify to the Co-Issuers the quotations upon which the Interest Rate for each Class of Secured Notes are based, and in any event the Calculation Agent shall notify the Co-Issuers before 5:00 p.m. (London time) on every Interest Determination Date that either: (i) it has determined or is in the process of determining the Interest Rate and Note Interest Amount for each Class of Secured Notes or (ii) it has not determined and is not in the process of determining any such Interest Rate or Note Interest Amount, together with its reasons therefor.

The Issuer will agree that for so long as any Secured Notes remain outstanding there will at all times be a Calculation Agent which shall not control, be controlled by or be under common control with the Issuer or its affiliates or the Portfolio Manager or its affiliates. The Calculation Agent may be removed by the Issuer or the Portfolio 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 Portfolio Manager, on behalf of the Issuer, or if the Calculation Agent fails to determine any of the information required to be published in the Companies Announcements Office of the Irish Stock Exchange, the Issuer or the Portfolio Manager, on behalf of the Issuer, will be required to appoint promptly a replacement Calculation Agent which does not control and is not controlled by or under common control with the Issuer, the Portfolio Manager or their respective affiliates. In addition, for so long as any Class of Notes is listed on the Irish Stock Exchange and the guidelines of such exchange so require, notice of the appointment of any replacement Calculation Agent will be published at the Companies Announcements Office of the Irish Stock Exchange, as promptly as practicable after such appointment.

Principal

The Secured Notes of each Class will mature at par on the Payment Date in July 2024 (the “Stated Maturity” for each Class of Secured Notes), unless previously redeemed or repaid prior thereto as described herein. During the Reinvestment Period, principal will not be payable on the Secured Notes except with respect to Deferred Interest, and in the limited circumstances described under “—Optional Redemption and Refinancing,” “—Mandatory Redemption,” “—Special Redemption,” “—Clean-up Call Redemption,” “Overview—Priority of Payments— Application of Interest Proceeds” and “Overview—Priority of Payments—Application of Principal Proceeds.” After the Reinvestment Period, on each Payment Date, Principal Proceeds will be payable on the Secured Notes in accordance with the priorities set forth under “Overview—Priority of Payments—Application of Principal Proceeds.” Notwithstanding the foregoing, upon the occurrence and continuation of an Acceleration Event, Interest Proceeds and Principal Proceeds will be applied in accordance with the Acceleration Priority of Payments described under “Overview—Priority of Payments—Acceleration Priority of Payments.”

At any time during which the Coverage Tests are not met, principal payments on the Secured Notes will be made as described under “—Mandatory Redemption.”

The average life of each class of Secured Notes is expected to be less than the number of years until the Stated Maturity of such Secured Notes. See “Risk Factors—Risks Relating to the Offered Securities—Stated Maturity, Average Life and Prepayment Considerations.”

Any payment of principal on a Class of Secured Notes will be remitted by the Trustee on a pro rata basis among the holders of such Class of Notes according to the respective unpaid principal amounts thereof outstanding immediately prior to such payment.

Optional Redemption and Refinancing

General – Classes of Notes to be Redeemed. Pursuant to the terms of the Indenture and the conditions described below, the Secured Notes may be redeemed (x) in whole, pursuant to an Optional Redemption, so long as all of the Secured Notes are redeemed in connection therewith and (y) in whole or in part, by an individual Class or multiple Classes, in connection with a Refinancing.

General—Redemption of Notes. The Secured Notes are redeemable by the Co-Issuers, in whole but not in part, on any Business Day (x) after the end of the Non-Call Period and (y) during the Non-Call Period, only if a Tax Event has occurred. No Optional Redemption above may occur unless the Issuer has received written direction from the holders of (i) when no Tax Event has occurred or is ongoing, a Majority of the Subordinated Notes or (ii) when a Tax Event has occurred and is ongoing, a Majority of the Subordinated Notes or of any Class of Secured Notes Affected by such Tax Event (provided that if the Tax Event that has occurred is with respect to any tax arising under or as a result of FATCA, then holders that have not provided the Issuer (or its authorized agent) with the Holder FATCA Information (to the extent that the failure to provide the Holder FATCA Information was a cause of the tax arising under FATCA) shall not be considered in determining whether a Majority of the applicable Class of Notes has directed a redemption of Secured Notes) provided to the Issuer, the Trustee and the Portfolio Manager not later than 30 days prior to the Business Day on which such redemption shall occur.

Upon receipt or delivery of a notice of redemption of the Secured Notes, the Portfolio Manager in its sole discretion will (except in the case of a Refinancing) direct the sale of all or part of the Collateral Obligations and other Assets (or assets held by an ETB Subsidiary) in an amount such that the proceeds of sale therefrom and all other funds available for such purpose in the Collection Account and the Payment Account will be at least sufficient to redeem all of the Secured Notes and to pay any applicable Management Fees, all Administrative Expenses (without limitation thereof by the Administrative Expense Cap) and other fees and expenses payable under “Overview— Priority of Payments—Application of Interest Proceeds” (including, without limitation, any amounts due to the Hedge Counterparties), as described herein; provided that, in the event that the Redemption Date is not a Payment Date, any applicable Management Fees, the Administrative Expenses and other fees and expenses payable pursuant to the Priority of Payments shall be calculated as of such Redemption Date. On the Redemption Date, proceeds available for an Optional Redemption will be applied to redeem the Secured Notes and pay other amounts and expenses in accordance with the Priority of Payments. If 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 pay the Redemption Price of all Secured Notes and to pay such applicable Management Fees, Administrative Expenses and other fees and expenses, as described herein, the Secured Notes may not be redeemed. The Portfolio Manager, in its discretion, may effect the sale of all or any part of the Collateral Obligations or other Assets through the sale of one or more participations in such Assets.

The Subordinated Notes may be redeemed, in whole but not in part, on any Business Day on or after the redemption or repayment of the Secured Notes in full, at the written direction of a Majority of the Subordinated Notes.

Any Class or Classes of Secured Notes may be redeemed in whole, but not in part, on any Business Day after the Non-Call Period from Refinancing Proceeds at the written direction of a Majority of the Subordinated Notes delivered to the Issuer and the Portfolio Manager (with a copy to the Trustee and the Rating Agencies). In the event that the Redemption Date is not a Payment Date, the Management Fees, the Administrative Expenses and other fees and expenses payable pursuant to the Priority of Payments shall be calculated as of such Redemption Date. The Co- Issuers will redeem such Class or Classes of Secured Notes on the applicable Redemption Date following receipt of such direction by obtaining a loan or loans or by issuing replacement securities, the terms of which loan(s) or issuance will be negotiated by the Portfolio Manager on behalf of the Issuer, from one or more financial institutions or purchasers (a refinancing provided pursuant to such loan or issuance, a “Refinancing”) and to the extent and subject to the restrictions described herein. See “Overview—Optional Redemption; Refinancing—Refinancing.”

Redemption Procedures. Notice of Optional Redemption or a Refinancing will be given by the Trustee by first-class mail, postage prepaid, mailed not later than ten Business Days prior to the applicable Redemption Date, to each applicable holder of Notes at such holder’s address in the register maintained by the registrar under the Indenture. In addition, for so long as any Offered Securities are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Optional Redemption to the holders of such Offered Securities shall also be given by publication at the Companies Announcements Office of the Irish Stock Exchange. Secured Notes called for redemption must be surrendered at the office of any paying agent (each, a “Paying Agent”) appointed under the Indenture in order to receive the Redemption Price.

The Co-Issuers will have the option to withdraw any such notice of redemption up to the second Business Day prior to the scheduled Redemption Date by written notice to the Trustee (who shall forward such notice of withdrawal to all holders) and the Portfolio Manager only if the Portfolio Manager is unable to deliver the sale agreement or agreements or certifications as described in the following paragraph in form satisfactory to the Trustee or the sales

contemplated thereby have not settled (and are not expected to settle prior to the scheduled Redemption Date) or the Portfolio Manager is unable to effect the applicable Refinancing. If the Issuer so withdraws any notice of redemption or is otherwise unable to complete redemption of the Notes, the proceeds received from the sale of any Collateral Obligations and other Assets (or assets held by an ETB Subsidiary) sold in contemplation of such redemption may during the Reinvestment Period, at the Portfolio Manager’s discretion, be reinvested in accordance with the Investment Criteria described herein.

No Secured Notes or Subordinated Notes may be optionally redeemed (other than in connection with a Refinancing) unless (i) at least 10 Business Days before the scheduled Redemption Date the Portfolio Manager shall have furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Portfolio Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whereby such financial or other institution or institutions agree to purchase (which purchase may be by participation), not later than the third Business Day immediately preceding the scheduled Redemption Date, in immediately available funds, all or part of the Collateral Obligations and/or any Hedge Agreements at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date and any payments to be received in respect of any Hedge Agreements, to pay the Management Fees, all Administrative Expenses (without limitation thereof by the Administrative Expense Cap) and other fees and expenses payable in accordance with the Priority of Payments (without limitation thereof by the Administrative Expense Cap) prior to the payment of the principal of the Secured Notes to be redeemed and to redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price, each such amount to be determined in the manner described herein; provided that, in the event that the Redemption Date is not a Payment Date, any applicable Management Fees, the Administrative Expenses and other fees and expenses payable pursuant to the Priority of Payments shall be calculated as of such Redemption Date, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Portfolio Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from Hedge Agreements and the sale of Eligible Investments, and (B) the aggregate market value of all Collateral Obligations and other Assets shall exceed the sum of (x) the aggregate Redemption Prices of the outstanding Secured Notes and (y) the Management Fees, all Administrative Expenses and other fees and expenses payable pursuant to the Priority of Payments (without limitation thereof by the Administrative Expense Cap) prior to the redemption of the Secured Notes, each such amount to be determined in the manner described in the Indenture; provided that, in the event that the Redemption Date is not a Payment Date, any applicable Management Fees, the Administrative Expenses and other fees and expenses payable pursuant to the Priority of Payments shall be calculated as of such Redemption Date. Any certification delivered by the Portfolio Manager as described in clause (ii) above shall include (1) the approximate prices of, and expected proceeds from, the sale of any Collateral Obligations, Eligible Investments and/or Hedge Agreements and (2) all calculations required as described above. The Issuer shall deposit, or cause to be deposited, the funds required for an Optional Redemption or Refinancing in the Payment Account on or prior to the Redemption Date.

Notice of redemption shall be given by the Co-Issuers (so long as the Co-Issuers have received notice thereof) 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.

Mandatory Redemption

If a Coverage Test (as described under “Security for the Secured Notes—The Coverage Tests”) is not met on any Determination Date occurring subsequent to the Ramp-up Period (or, in the case of each Interest Coverage Test, at or subsequent to the Determination Date with respect to the second Payment Date), the Issuer will be required to apply available amounts in the Payment Account on the related Payment Date to make payments in accordance with the Note Payment Sequence (a “Mandatory Redemption”) to the extent necessary to achieve compliance with such Coverage Test, as described under “Overview—Priority of Payments”, as applicable.

Special Redemption

The Secured Notes will be subject to redemption in part by the Co-Issuers on any Payment Date during the Reinvestment Period if the Portfolio Manager at its discretion notifies the Trustee that, acting in good faith and using commercially reasonable efforts, it has been unable, for a period of 20 consecutive Business Days, to identify

additional Collateral Obligations appropriate for reinvestment (and that would meet the criteria for reinvestment described under “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria”) in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account 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 amount in the Collection Account representing Principal Proceeds which the Portfolio Manager has determined cannot be reinvested in additional Collateral Obligations (such amount, the “Special Redemption Amount”), as the case may be, will be applied as described under “Overview—Priority of Payments— Application of Principal Proceeds.” Notice of Special Redemption will be given by the Trustee by first class mail, postage prepaid, mailed not less than three Business Days prior to the applicable Special Redemption Date to each holder of Secured Notes affected thereby at such holder’s address in the register maintained by the applicable registrar under the Indenture. Failure to give any such notice, or any defect therein, will not impair or affect the validity of the redemption. In addition, for so long as any Offered Securities are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the holders of such Offered Securities shall also be given by publication at the Companies Announcements Office of the Irish Stock Exchange, with a copy to the Portfolio Manager. The Issuer shall, deposit, or cause to be deposited, the funds required for a Special Redemption in the Payment Account on or prior to the Special Redemption Date.

Clean-up Call Redemption

The Notes are redeemable at the option of the Co-Issuers acting at the direction of the Portfolio Manager (which direction shall (x) be given so as to be received by the Issuer and the Trustee not later than twenty days prior to the proposed Clean-up Call Redemption Date and (y) include the Clean-up Call Redemption Date and the Clean-up Call Redemption Price), in whole but not in part (a “Clean-up Call Redemption”), at the applicable Redemption Price, on any Business Day selected by the Portfolio Manager (such Business Day, the “Clean-up Call Redemption Date”) which occurs on or after the Business Day on which the Aggregate Principal Balance of the Collateral Obligations and Eligible Investments is less than or equal to 15% of the Target Initial Par Amount. In such event a notice of redemption shall be given by first class mail, postage prepaid, mailed not later than two Business Days prior to the applicable Clean-up Call Redemption Date, to each holder of Notes, at such holder’s address in the note register and to each Rating Agency. Any such Clean-up Call Redemption may be effected only from (a) the disposition proceeds of the Assets (and any assets held by an ETB Subsidiary) and (b) all other funds in the accounts on the Business Day relating to such redemption. A Clean-up Call Redemption may not occur unless the proceeds from the liquidation of the Assets (and any assets held by an ETB Subsidiary) and all other funds in the accounts on the Business Day relating to such redemption results in an amount at least equal to the Clean-up Call Redemption Price. The “Clean-up Call Redemption Price” means a purchase price in cash at least equal to the sum of (a) the aggregate outstanding principal amount of the Secured Notes, plus (b) all unpaid interest on the Secured Notes accrued to the date of such redemption (including any interest accrued on Deferred Interest), plus (c) the aggregate of all other amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of Payments prior to distributions in respect of the Subordinated Notes, including any amounts payable in respect of any Hedge Agreement and all expenses incurred in connection with effecting the Clean-up Call Redemption; provided that, in connection with any Clean-Up Call Redemption of the Notes, holders of 100% of the aggregate outstanding principal amount of any Class of Secured Notes may elect to receive less than 100% of the Clean-up Call Redemption Price that would otherwise be payable to the holders of such Class of Secured Notes.

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 shall not impair or affect the validity of the redemption of any other Notes. In addition, for so long as any Class of Notes is listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Clean-up Call Redemption shall also be given in the name and at the expense of the Co-Issuers, to noteholders by publication by an announcement to the Companies Announcement Office of the Irish Stock Exchange.

Any notice of Clean-up Call Redemption may be withdrawn by the Issuer (or the Portfolio Manager on its behalf) up to the second Business Day prior to the scheduled Clean-up Call Redemption Date by written notice to the Rating Agencies, the Trustee and (if applicable) the Portfolio Manager only if amounts equal to the Clean-up Call Redemption Price (including funds in the accounts available to pay the Clean-up Call Redemption Price) are not received in full in immediately available funds by the second Business Day immediately preceding the Clean-up Call Redemption Date. Notice of any such withdrawal of a notice of Clean-up Call Redemption shall be given by

the Trustee at the expense of the Issuer to each holder of Notes at such holder’s address in the note register not later than the second Business Day prior to the scheduled Clean-up Call Redemption Date. The Trustee shall also arrange for notice of such withdrawal to be delivered to the Irish Listing Agent for delivery to the Irish Stock Exchange so long as any Notes are listed thereon and so long as the guidelines of such exchange so require.

On the Clean-up Call Redemption Date, the Clean-up Call Redemption Price shall be distributed pursuant to the Priority of Payments.

Subject to satisfaction of the foregoing conditions, the Notes to be redeemed shall, on the Clean-up Call Redemption Date, become due and payable at the Clean-up Call Redemption Price therein specified, and from and after the Clean-up Call Redemption Date (unless the Issuer shall default in the payment of the Clean-up Call Redemption Price and accrued interest) all the Secured Notes shall cease to bear interest on the Clean-up Call Redemption Date. Upon final payment on a Note to be so redeemed, each noteholder shall present and surrender its Note at the place specified in the notice of redemption on or prior to such Clean-up Call Redemption Date.

If any Secured Note called for redemption pursuant to a Clean-up Call Redemption shall not be paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the Clean-up Call Redemption Date at the applicable Interest Rate for each successive Interest Accrual Period the Secured Note remains outstanding; provided that the reason for such non-payment is not the fault of the holder of such Secured Note.

Issuer Purchases of Secured Notes

Notwithstanding anything to the contrary in the Indenture, the Portfolio Manager, on behalf of the Co-Issuers, may conduct purchases of the Secured Notes, in whole or in part, in accordance with, and subject to, the terms and conditions set forth below (any such purchase, an “Issuer Purchase”). Notwithstanding the provisions of the Indenture described under “Security for the Secured Notes—The Collection Account and Payment Account”, amounts in the Principal Collection Subaccount may be disbursed for purchases of Secured Notes in accordance with the provisions described in this section. The Trustee shall cancel as described under “—Cancellation” any such purchased Secured Notes surrendered to it for cancellation or, in the case of any Global Notes, the Trustee shall decrease the aggregate outstanding principal amount of such Global Notes in its records by the full par amount of the purchased Secured Notes, and instruct DTC or its nominee, as the case may be, to conform its records.

No purchases of the Secured Notes may occur pursuant to the above paragraph unless each of the following conditions is satisfied:

(a) (i) such purchases of Secured Notes shall occur in accordance with the Note Payment Sequence;

(ii) (1) each such purchase of Secured Notes of any Class shall be made pursuant to an offer made to all holders of the Secured Notes of such Class, by notice to such holders, which notice shall specify the purchase price (as a percentage of par) at which such purchase will be effected, the maximum amount of Principal Proceeds that will be used to effect such purchase and the length of the period during which such offer will be open for acceptance, (2) each such holder shall have the right, but not the obligation, to accept such offer in accordance with its terms and (3) if the aggregate outstanding principal amount of Notes of the relevant Class held by holders who accept such offer exceeds the amount of Principal Proceeds specified in such offer, a portion of the Notes of each accepting holder shall be purchased pro rata based on the respective principal amount held by each such holder;

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

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

(v) each Coverage Test, Collateral Quality Test and Concentration Limitation is satisfied immediately prior to each such purchase and will be satisfied after giving effect to such purchase;

(vi) the Moody’s Rating Condition has been satisfied with respect to each such purchase;

(vii) no Event of Default shall have occurred and be continuing;

(viii) any Secured Notes to be purchased shall be surrendered to the Trustee for cancellation as described under “—Cancellation”; and

(ix) each such purchase will otherwise be conducted in accordance with applicable law; and

(b) the Trustee has received an officer’s certificate of the Portfolio Manager, on behalf of the Issuer, to the effect that the conditions in the foregoing paragraph (a) have been satisfied.

Cancellation

All Notes surrendered for payment, registration of transfer, exchange or redemption, or deemed lost or stolen, including Secured Notes repurchased by the Issuer pursuant to the Indenture, shall be promptly canceled by the Trustee and may not be reissued or resold. No Note may be surrendered (including any surrender in connection with any abandonment) except for payment as provided herein, or for registration of transfer, exchange or redemption in accordance with an Optional Redemption, a Clean-up Call Redemption, an Issuer Purchase or, if such Special Redemption or Mandatory Redemption results in the payment in full of the applicable Class of Notes, a Special Redemption or Mandatory Redemption, of the Notes, or for replacement in connection with any Note deemed lost or stolen. In the event that either of the Co-Issuers seeks to repurchase and cancel Secured Notes, the Trustee will only cancel such Secured Notes if each of the conditions described in “—Issuer Purchases of Secured Notes” has been satisfied.

Entitlement to Payments

Payments in respect of principal and interest on the Notes will be made to the person in whose name the Note is registered fifteen days prior to the applicable Payment Date (the “Record Date”). Payments on certificated Notes will be made in U.S. Dollars by wire transfer, as directed by the holder of such Notes, in immediately available funds to such holder; provided, that wiring instructions have been provided to the Trustee on or before the related Record Date and provided, further, that if appropriate instructions for any such wire transfer are not received by the Record Date, then such payment shall be made by check drawn on a U.S. bank mailed to such holder at such holder’s address specified in the applicable register maintained by the Trustee. Final payments in respect of principal on the Notes will be made only against surrender of the Notes at the office of any Paying Agent appointed under the Indenture.

Payments in respect of the principal and interest of any Global Notes will be made to DTC or its nominee, as the registered owner thereof. None of the Co-Issuers, the Portfolio Manager, the Trustee, the Collateral Administrator, or any Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in Global Notes or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. The Co-Issuers expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note representing a Class of Notes held by it or its nominee, will immediately credit participants’ accounts (through which, in the case of Regulation S Global Notes, Euroclear and Clearstream hold their respective interests) with payments in amounts proportionate to their respective beneficial interests in the stated original principal amount of a Global Note for a Class of Notes, as shown on the records of DTC or its nominee. The Co-Issuers also expect that payments by participants to owners of beneficial interests in a Global Note held through the participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for the customers. The payments will be the responsibility of the participants.

Prescription. Except as otherwise required by applicable law, claims by holders of the Notes in respect of principal and interest must be made to the Trustee or any Paying Agent if made within two years of such principal or interest becoming due and payable. Any funds deposited with the Trustee or any Paying Agent in trust for the payment of principal or interest remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer and, if applicable, the Co-Issuer, pursuant to the Indenture; and the holder of a Note shall thereafter, as an unsecured general creditor, look only to the Issuer and, if applicable, the Co-Issuer, for payment of such amounts and all liability of the Trustee or any Paying Agent with respect to such trust funds shall thereupon cease.

Priority of Payments

On each Payment Date (other than Payment Dates on which the Acceleration Priority of Payments is applicable), Interest Proceeds will be applied in the order of priority described under “Overview—Priority of Payments— Application of Interest Proceeds.”

On each Payment Date (other than Payment Dates on which the Acceleration Priority of Payments is applicable), Principal Proceeds will be applied in the order of priority described under “Overview—Priority of Payments— Application of Principal Proceeds.”

On each Payment Date, if an Acceleration Event has occurred and is continuing, Interest Proceeds and Principal Proceeds will be applied in the order of priority described under “Overview—Priority of Payments—Acceleration Priority of Payments.”

For so long as any Class of Notes is listed on the Irish Stock Exchange, the Trustee at the direction of the Issuer will render or cause to be rendered a report to the Irish Stock Exchange prior to the related Payment Date which will contain the aggregate outstanding principal amount of the Offered Securities of each such Class at the beginning of the Interest Accrual Period and such amount as a percentage of the original aggregate outstanding principal amount of the Secured Notes of such Class, the amount of principal payments to be made on the Secured Notes of such Class on the next Payment Date, the amount of any Deferred Interest on any such Class of Deferrable Notes, and the aggregate outstanding principal amount of the Secured Notes of such Class after giving effect to the principal payments, if any, on the next Payment Date and such amount as a percentage of the original aggregate outstanding principal amount of the Secured Notes of such Class.

The Indenture

The following summary describes certain provisions of the Indenture among the Co-Issuers and the Trustee to be dated as of the Closing Date. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Indenture.

Covenant on Amendments. The Issuer will not be permitted to execute, enter into, agree to or vote in favor of any amendment or modification extending or having the effect of extending the maturity of a Collateral Obligation if (x) such amendment or modification would cause such Collateral Obligation to mature after the Stated Maturity of the Notes or (y) the Weighted Average Life Test will not be satisfied (or, if not satisfied immediately prior to such amendment or modification, will not be maintained or improved) after giving effect to such amendment or modification (and, if applicable, any other transactions comprising a Trading Plan).

Events of Default. An “Event of Default” is defined in the Indenture as:

(a) a default in the payment, when due and payable, of (i) any interest on any Class A Note, Class B-1 Note or Class B-2 Note or, if there are no Senior Notes outstanding, any Class C Note or, if there is no Senior Notes or Class C Notes outstanding, any Class D-1 Note or Class D-2 Note, if there are no Co-Issued Notes outstanding, any Class E Note or, if there are no Co-Issued Notes or Class E Notes outstanding, any Class F Note, and the continuation of any such default for five Business Days or (ii) any principal, interest, or Deferred Interest on, or any Redemption Price in respect of, any Secured Notes at its Stated Maturity or any Redemption Date, and in the case of any Redemption Price on any Redemption Date, if such failure resulted solely from an administrative error or omission by the Trustee or any Paying Agent, the continuation of any such default for five Business Days;

(b) unless legally required or permitted to withhold such amounts, the failure by the Issuer on any Payment Date to disburse amounts available in the Payment Account in accordance with the Priority of Payments (other than as provided in clause (a) above), which failure is incapable of remedy or, if capable of remedy, is not remedied within 30 days after notice of such failure has been given to the Issuer by the Trustee or to the Issuer, the Trustee and the Portfolio Manager by a Majority of the Controlling Class (or, if such failure can only be remedied on a Payment Date, is not remedied by the later of the 30 day period specified above and the next Payment Date); provided that, if such failure has not been remedied within the period specified above (or the next Payment Date, as applicable) it shall not constitute an Event of Default if

corrective action is instituted within such specified period (or before the next Payment Date, as applicable) and is diligently pursued until the failure has been remedied;

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

(d) except as otherwise provided in the definition of the term “Event of Default” in the Indenture, a default, in a material respect (as determined by a Majority of the Controlling Class), in the performance, or breach, in a material respect (as determined by a Majority of the Controlling Class), of any other covenant or other agreement of the Issuer or the Co-Issuer in the Indenture (it being understood, without limiting the generality of the foregoing, that any failure to meet any Concentration Limitation, Collateral Quality Test or Coverage Test is not an Event of Default), or the failure of any representation or warranty of the Issuer or the Co-Issuer made in the Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith to be correct in all material respects when the same shall have been made, and the continuation of such default, breach or failure for a period of 30 days after notice to the Issuer or the Co- Issuers, as applicable, and the Portfolio Manager by registered or certified mail or overnight courier, by the Trustee, or to the Co-Issuers, the Portfolio Manager and the Trustee by a Majority 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” under the Indenture;

(e) certain events of bankruptcy, insolvency, receivership or reorganization of either of the Co-Issuers; or

(f) on any Measurement Date, failure of the quotient of the Collateral Principal Amount (plus the Market Value of each Defaulted Obligation) divided by the aggregate outstanding principal amount of the Class A Notes to equal or exceed 102.5%.

If an Event of Default occurs and is continuing (other than an Event of Default referred to in clause (e) above), the Trustee may, and shall, upon the written direction of a Majority of the Controlling Class by notice to the Co-Issuers and each Rating Agency, declare the principal of and accrued interest on the Secured Notes to be immediately due and payable. If an Event of Default described in clause (e) above occurs, such an acceleration will occur automatically. The “Controlling Class” will be the Class A Notes, so long as any Class A Note is outstanding; then the Class B Notes, if there are no Class A Notes outstanding; then the Class C Notes, if there are no Senior Notes outstanding; then the Class D Notes, if there are no Senior Notes or Class C Notes outstanding; then the Class E Notes, if there are no Co-Issued Notes outstanding; then the Class F Notes, if there are no Co-Issued Notes or Class E Notes outstanding; and then the Subordinated Notes, if there are no Secured Notes outstanding.

If an Event of Default has occurred and is continuing, the Trustee will retain the Assets intact and collect all payments in respect of the Assets and make and apply all payments and deposits and maintain all accounts in respect of the Assets and the Notes in accordance with the Priority of Payments and otherwise in accordance with the Indenture unless (i) the Trustee, in consultation with the Portfolio Manager, determines that the anticipated proceeds of a sale or liquidation of the Assets (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 Secured Notes for principal and interest (including Deferred Interest) and all amounts payable prior to payment of principal on such Secured Notes (including amounts payable to any Hedge Counterparty upon liquidation of the Assets and all Administrative Expenses), (ii) if an Event of Default described in clause (a) (other than, for so long as the Class A Notes are Outstanding, as a result of the failure to pay interest on the Class B-1 Notes or Class B-2 Notes pursuant to the Acceleration Priority of Payments) or clause (f) above has occurred and is continuing (in each case, without regard to the occurrence of any other Event of Default prior or subsequent to the occurrence of such Event of Default), a Supermajority of the Controlling Class (without consent of any other Class of Notes) direct, subject to the provisions of the Indenture and in compliance with applicable law, such sale and liquidation, (iii) if an Event of Default described in clause (b), (c), (d) or (e) above has occurred and is continuing (without regard to the occurrence of any other Event of Default prior or subsequent to the occurrence of such Event of Default), a Supermajority of each Class of Secured Notes (voting separately by Class) direct, subject to the provisions of the Indenture and in compliance with applicable law, such sale and liquidation or (iv) if all of the Secured Notes have been repaid in full, a Supermajority of the Subordinated Notes direct, subject to the provisions of the Indenture and in compliance with applicable law, such sale and liquidation.

A Majority of the Controlling Class will 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 or exercising any trust or power conferred upon the Trustee under the Indenture; provided, that (a) such direction shall not conflict with any rule of law or with any express provision of the Indenture, (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, (c) the Trustee shall have been provided with indemnity reasonably satisfactory to it and (d) notwithstanding the foregoing, any direction to the Trustee to undertake a sale of Assets may be given only in accordance with the preceding paragraph and the applicable provisions of the Indenture.

Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise the rights or powers vested in it under the Indenture in respect of such Event of Default at the request or direction of the holders of any Note unless such holders have offered to the Trustee security or indemnity reasonably satisfactory to it. A Majority of the Controlling Class may waive a default with respect to all of the Notes, except a default (a) in the payment of the principal of any Secured Note (which may be waived with the consent of the holder of each such Note), (b) in the payment of interest on the Class A Notes, the Class B-1 Notes and the Class B-2 Notes or, if there are no Senior Notes outstanding, the Notes of the Controlling Class (which may be waived with the consent of the holders of 100% of the Class A Notes, the Class B-1 Notes and the Class B-2 Notes or the Notes of the Controlling Class, as applicable), (c) in respect of a provision of the Indenture that cannot be modified or amended without the waiver or consent of the holder of each outstanding Note adversely affected thereby (which may be waived with the consent of each such holder) or (d) in respect of certain representations in the Indenture regarding security interests in the Assets (which may be waived by a Majority of the Controlling Class if the S&P Rating Condition is satisfied).

No holder of a Note will have the right to institute any proceeding with respect to the Indenture unless (i) such holder previously has given to the Trustee written notice of an Event of Default, (ii) the holders of not less than 25% in aggregate outstanding principal amount of the Notes of the Controlling Class have made a written request upon the Trustee to institute such proceedings in its own name as Trustee and such holders have offered the Trustee indemnity reasonably satisfactory to it, (iii) the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding and (iv) no direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority of the Controlling Class. Notwithstanding anything above to the contrary, holders and beneficial owners of the Notes may enforce the obligations of other holders and beneficial owners described in the second paragraph under “— No Petitions for Bankruptcy” below in the manner described therein.

In determining whether the holders of the requisite aggregate outstanding principal amount have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture, (a) Notes owned by the Issuer, the Co-Issuer or any other obligor upon the Notes shall be disregarded and deemed not to be outstanding and (only in the case of a vote to remove or replace the Portfolio Manager and not, for the avoidance of doubt, in the case of a vote to propose or approve a successor Portfolio Manager), Notes owned by the Portfolio Manager or any affiliate of the Portfolio Manager shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that an authorized officer of the Trustee actually knows to be so owned shall be so disregarded and (b) Notes so owned that have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, the Co-Issuer, any other obligor upon the Notes, or, in the case of a vote to remove or replace the Portfolio Manager, the Portfolio Manager or any affiliate of the Portfolio Manager.

Notices. Notices to the holders of the Notes shall be given by first class mail, postage prepaid, to registered holders of Notes at each such holder’s address appearing in the register maintained by the Trustee. In addition, for so long as the Offered Securities are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notices to the holders of such Offered Securities shall also be given by publication at the Companies Announcements Office of the Irish Stock Exchange.

Modification of Indenture. Subject to the following paragraph, with the consent of a Majority of each Class of Notes materially adversely affected thereby, the Trustee and the Co-Issuers may execute one or more supplemental indentures to add provisions to, or change in any manner or eliminate any provisions of, the Indenture or modify in any manner the rights of the holders of the Notes of such Class. With respect to any proposed supplemental

indenture requiring the consent of holders materially adversely affected thereby, pursuant to the terms of the Indenture, the Trustee may conclusively rely upon an opinion of counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) as to whether the interests of any holder of Notes would be materially adversely affected by any supplemental indenture or other modification or amendment of the Indenture. Such determination shall be conclusive and binding on all present and future holders. If such a determination cannot be made with respect to a Class or Classes of Notes, such Class or Classes of Notes will be treated as if they would be materially adversely affected by such change.

However, without the consent of each holder of any Class of Notes materially adversely affected thereby, no supplemental indenture may:

(i) change the Stated Maturity of the principal of any Class of Notes or the due date of any installment of interest on any Secured Notes, reduce the principal amount thereof or the rate of interest thereon or the Redemption Price with respect to any Note, or change the earliest date on which Notes of any Class may be redeemed, change the provisions of the Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on Secured Notes or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, the Notes or the principal thereof or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date);

(ii) reduce the percentage of the aggregate outstanding principal amount of holders of Notes of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of the Indenture or certain defaults thereunder or their consequences provided for in the Indenture;

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

(iv) except as otherwise permitted by the Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Assets or terminate the lien of the Indenture on any property at any time subject thereto or deprive the holder of any Secured Notes of the security afforded by the lien of the Indenture;

(v) reduce the percentage of the aggregate outstanding principal amount of holders of Secured Notes of each Class whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee’s election to preserve the Assets or to sell or liquidate the Assets pursuant to the Indenture;

(vi) modify any of the provisions of the Indenture with respect to supplemental indentures, except to increase the percentage of outstanding Notes the consent of the holders of which is required for any such action or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each Note outstanding and affected thereby;

(vii) modify the definition of the term “outstanding”, the Note Payment Sequence or the priority of payments set forth in the Indenture; or

(viii) modify any of the provisions of the Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Notes, or any amount available for distribution to the Subordinated Notes or to affect the rights of the holders of Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained therein.

In addition, with the consent of a Majority of the Subordinated Notes delivered to the Trustee and the Portfolio Manager, the Trustee and the Co-Issuers may enter into one or more indentures supplemental hereto to accommodate the issuance of additional Subordinated Notes pursuant to the Indenture.

The Co-Issuers and the Trustee may also enter into supplemental indentures, without obtaining the consent of holders of the Offered Securities (except as expressly noted below), at any time and from time to time, subject to certain requirements described in the Indenture:

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

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

(iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;

(iv) to evidence and provide for the acceptance of appointment under the Indenture 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 trusts under the Indenture by more than one Trustee, pursuant to the requirements of the Indenture;

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

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

(vii) at the direction of the Portfolio Manager, to change the name of the Issuer and the Co-Issuer, so long as prior notice of such change is provided to each Hedge Counterparty;

(viii) to make such changes as shall be necessary or advisable in order for any Class of Notes to be listed on an exchange, including the Irish Stock Exchange;

(ix) at any time within the Reinvestment Period, subject to the approval of a Majority of the Subordinated Notes and the Portfolio Manager, to make such changes as shall be necessary to permit the Co-Issuers to issue additional Subordinated Notes; provided, that no amendment to the Indenture that does not relate directly to the issuance of the additional Subordinated Notes or the terms of such additional Subordinated Notes may be effected under this clause (ix), but may be effected simultaneously under another clause, as described under “—Modification of Indenture,” to the extent such other provision is available;

(x) with the consent of a Majority of the Controlling Class, to correct any inconsistency or cure any ambiguity, omission or errors in the Indenture or to conform the provisions of the Indenture to the Final Offering Circular, subject to the notice and objection provisions set forth in the second succeeding paragraph;

(xi) with the consent of a Majority of the Controlling Class, to accommodate, modify or amend existing and/or replacement Hedge Agreements, subject to the notice and objection provisions set forth in the second succeeding paragraph;

(xii) to (x) take any action advisable to prevent the Co-Issuers, any ETB Subsidiary or the Trustee from becoming subject to withholding or other taxes (other than taxes with respect to the Issuer or any ETB Subsidiary otherwise permitted under the Indenture and other than taxes imposed on amounts payable or paid to the Trustee as compensation), fees or assessments, to prevent the Co-Issuers from being treated as engaged in a U.S. trade or business or otherwise being subject to U.S. federal, state or local income tax on a net income basis, (y) take any action to allow the Co-Issuers and any ETB Subsidiary to comply with FATCA or any rules or regulations promulgated thereunder (including providing for remedies against, or

imposing penalties upon, any noteholder who fails to deliver the Holder FATCA Information or is a Non- Compliant FFI) or (z) (A) issue a new Global Note or Global Notes in respect of, or issue one or more new sub-classes of, any Class of Notes to the extent that the Issuer determines that one or more beneficial owners of Notes of such Class are Recalcitrant Holders or Non-Compliant FFIs; provided that any sub-class of a Class of Notes issued pursuant to this clause (z) shall be issued on identical terms as the existing Notes of such Class and (B) provide for procedures under which beneficial owners of such Class that are not Recalcitrant Holders or Non-Compliant FFIs may take an interest in such new Global Note(s) or sub-class(es);

(xiii) with the consent of a Majority of the Controlling Class, to evidence any waiver by either Rating Agency as to any requirement or condition, as applicable, of such Rating Agency set forth herein, subject to the notice and objection provisions set forth in the second succeeding paragraph;

(xiv) with the consent of the Portfolio Manager and a Majority of the Controlling Class and satisfaction of the Moody’s Rating Condition, to modify the definitions of “Credit Improved Obligation,” “Credit Risk Obligation,” “Defaulted Obligation” or “Equity Security,” the restrictions on the sales of Collateral Obligations or the Investment Criteria set forth under “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria” (other than the calculation of the Concentration Limitations and the Collateral Quality Test) in a manner not materially adverse to holders of any other Class of Notes, subject to the notice and objection provisions set forth in the second succeeding paragraph;

(xv) to make changes necessary to issue replacement securities or undertake loans in connection with a Refinancing; provided, however, that no amendment to the Indenture that does not relate directly to the issuance of the replacement securities or loans or the terms of such replacement securities or loans may be effected under this clause (xv), but may be effected simultaneously under another clause, as described under “—Modification of Indenture,” to the extent such other provision is available;

(xvi) to modify or implement procedures necessary to comply with Rule 17g-5 under the Exchange Act; or

(xvii) to facilitate any necessary filings, exemptions or registrations with the CFTC.

Not later than twenty Business Days prior to the execution of any proposed supplemental indenture, the Trustee, at the expense of the Co-Issuers, shall deliver to the holders of the Notes and each Rating Agency (with respect to each Rating Agency, only for so long as any outstanding Secured Notes are rated by such Rating Agency), a copy of such supplemental indenture.

In the case of any supplemental indenture entered into pursuant to clauses (x), (xi), (xiii) or (xiv), if a Majority of any Class of Notes (other than the Controlling Class) provide written notice to the Issuer and the Trustee that such holders will be materially adversely affected by any such proposed supplemental indenture (which notice shall (i) set forth a reasonable basis on which such holder or holders are materially adversely affected thereby and (ii) provide evidence of such holder’s identity, including a guarantee by a member of a signature guarantee program of its signature with respect to such notice), the Co-Issuers and the Trustee shall not enter into such supplemental indenture (it being understood that any holder that does not object to such proposed supplemental indenture in writing within 15 Business Days of delivery of such proposed supplemental indenture shall have no right to object to such proposed supplemental indenture pursuant to this paragraph). In addition, for so long as any Class of Notes is listed on the Irish Stock Exchange and the guidelines of such exchange shall so require, the Issuer will notify the Irish Stock Exchange of any material modification of the Indenture.

The Portfolio Manager will be bound to follow any amendment or supplement to the Indenture from the time it has received a copy of such amendment or supplement from the Issuer or the Trustee; provided, however, that with respect to any amendment or supplement to the Indenture which would (i) increase the duties or liabilities of, or adversely change the economic consequences to the Portfolio Manager, (ii) modify the restrictions on the purchases or sales of Collateral Obligations or the Investment Criteria described under “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria,” (iii) expand or restrict the Portfolio Manager’s discretion or (iv) modify the restrictions on and procedures for resales and other transfers of Subordinated Notes, except as set forth in clause (vi) of the third preceding paragraph, the Portfolio Manager shall

not be bound thereby unless the Portfolio Manager shall have consented thereto in writing, such consent to not be unreasonably withheld or delayed.

The Co-Issuers may not enter into any supplemental indenture which materially adversely affects any rights of any Hedge Counterparty under the Indenture without the prior written consent of such Hedge Counterparty.

Additional Issuance. At any time the Issuer, with the consent of the (x) Portfolio Manager and (y) a Majority of the Subordinated Notes may issue and sell additional Subordinated Notes if the conditions for such additional issuance described under “Overview—Other Information—Additional Issuance” are met.

Consolidation, Merger or Transfer of Assets. Except under the limited circumstances set forth in the Indenture, neither the Issuer nor the Co-Issuer may consolidate with, merge into, or transfer or convey all or substantially all of its assets to, any other corporation, partnership, trust or other person or entity.

No Petitions for Bankruptcy. The Indenture will provide that the holders of the Notes may not seek to commence a bankruptcy proceeding against or cause the Issuer, Co-Issuer or any ETB Subsidiary to petition for bankruptcy before one year and one day, or if longer, the applicable preference period then in effect, has elapsed since the payment in full of the Notes.

The Indenture will provide that the foregoing restrictions regarding the commencement of bankruptcy proceedings are a material inducement for each holder and beneficial owner of the Notes to acquire such Note, and for the Issuer, the Co-Issuer and the Portfolio Manager to enter into the Indenture (in the case of the Issuer and the Co-Issuer) and the other applicable transaction documents and are an essential term of the Indenture. Any holder or beneficial owner of a Note, the Portfolio Manager or either of the Co-Issuers may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar laws.

Satisfaction and Discharge of the Indenture. The Indenture will be discharged with respect to the Assets securing the Secured Notes upon (i) delivery to the Trustee for cancellation of all of the Notes, or, with certain exceptions (including the obligation to pay principal and interest), upon deposit with the Trustee of funds sufficient for the payment or redemption thereof and (ii) the payment by the Co-Issuers of all other amounts due under the Indenture; provided that, upon the final distribution of all proceeds of any liquidation of the Collateral Obligations, the Equity Securities and the Eligible Investments effected under the Indenture, the foregoing requirements shall be deemed satisfied for the purposes of discharging the Indenture.

Trustee. The Bank of New York Mellon Trust Company, National Association will be the Trustee under the Indenture for the Notes. The payment of the fees and expenses of the Trustee relating to the Notes is solely the obligation of the Co-Issuers and solely payable out of the Assets. The Co-Issuers, the Portfolio Manager and their affiliates may maintain other banking relationships in the ordinary course of business with the Trustee or its affiliates.

The Indenture contains provisions for the indemnification of the Trustee by the Issuer, payable solely out of the Assets notwithstanding any other provision of the Indenture, for any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust. The Trustee may resign at any time by providing 30 days’ notice. The Trustee may be removed by providing 30 days’ written notice (i) at any time by a Majority of each Class of Secured Notes, (ii) at any time when an Event of Default shall have occurred and be continuing, by a Majority of the Controlling Class or (iii) by order of a court of competent jurisdiction as set forth in the Indenture. No resignation or removal of the Trustee will become effective until the acceptance of the appointment of the successor Trustee.

Form, Denomination and Registration of the Offered Securities

The Secured Notes (other than the Class E Notes and the Class F Notes) will be sold only to (i) non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act and (ii) persons that are Qualified Purchasers and are Qualified Institutional Buyers. The Class E Notes and the Class F Notes will be sold only to (i) non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act and (ii) persons that are (x) either (1) Qualified Purchasers or (2) Knowledgeable Employees with respect to the Issuer and (y) either (1)

Qualified Institutional Buyers or (2) Accredited Investors. Each Secured Note sold to a person that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Secured Note is both a Qualified Institutional Buyer and a Qualified Purchaser, will be issued in the form of one or more permanent global notes in definitive, fully registered form without interest coupons (the “Rule 144A Global Notes”). The Secured Notes sold to non-U.S. persons in offshore transactions in reliance on Regulation S will be issued in the form of one or more permanent global notes in definitive, fully registered form without interest coupons (the “Regulation S Global Secured Notes”).

Each Class E Note sold to a person that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Class E Note is both an Accredited Investor and either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer, will be issued in the form of one or more permanent notes in definitive, fully registered form without interest coupons (the “Certificated Class E Notes”). Each Class F Note sold to a person that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Class F Note is both an Accredited Investor and either a Qualified Purchaser or a Knowledgeable Employee with respect to the Issuer, will be issued in the form of one or more permanent notes in definitive, fully registered form without interest coupons (the “Certificated Class F Notes” and, together with the Certificated Class E Notes, the “Certificated Secured Notes”). Each initial investor and each subsequent transferee of a Certificated Secured Note will be required to provide a purchaser representation letter in which it will be required to certify, among other matters, as to its status under the Securities Act, the Investment Company Act and ERISA. Any subsequent transferee of a Class E Note or a Class F Note that is an Accredited Investor must be either (x) an Institutional Accredited Investor and a Qualified Purchaser or (y) a Knowledgeable Employee with respect to the Issuer.

The Subordinated Notes are being initially offered only (i) to persons in the United States that are either (A) Qualified Purchasers or (B) Knowledgeable Employees with respect to the Issuer or corporations, partnerships, limited liability companies or other entities (other than trusts) each shareholder, partner, member or other equity owner of which is either a Knowledgeable Employee or a Qualified Purchaser that in the case of (A) and (B) are also either Qualified Institutional Buyers or Accredited Investors and (ii) to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

The Subordinated Notes sold to U.S. persons will be evidenced by notes in definitive, fully registered form without interest coupons (“Certificated Subordinated Notes”). Each initial investor and each subsequent transferee of a Certificated Subordinated Note will be required to provide a purchaser representation letter in which it will be required to certify, among other matters, as to its status under the Securities Act, the Investment Company Act and ERISA. Any subsequent transferee of the Subordinated Notes that is an Accredited Investor must be either (x) an Institutional Accredited Investor and a Qualified Purchaser or (y) a Knowledgeable Employee with respect to the Issuer.

The Subordinated Notes sold to non-U.S. persons in offshore transactions in reliance on Regulation S will be issued in the form of one or more permanent global notes in definitive, fully registered form without interest coupons (the “Regulation S Global Subordinated Notes” and, together with the Regulation S Global Secured Notes, the “Regulation S Global Notes”). The Rule 144A Global Notes, the Regulation S Global Secured Notes and the Regulation S Global Subordinated Notes are referred to herein collectively as the “Global Notes.”

As used above, “U.S. person” and “offshore transaction” shall have the meanings assigned to such terms in Regulation S under the Securities Act.

The Global Notes will be deposited with the Trustee as custodian for, and registered in the name of, a nominee of DTC and, in the case of the Regulation S Global Notes, for the respective accounts of Euroclear Clearance System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”).

A beneficial interest in a Regulation S Global Secured Note may be transferred to a person who takes delivery in the form of an interest in the corresponding Rule 144A Global Note only upon receipt by the Trustee of a written certification from the transferor in the form required by the Indenture to the effect that such transfer is being made to a person whom the transferor reasonably believes is a Qualified Institutional Buyer and a Qualified Purchaser (a “QIB/QP”) in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Beneficial interests in a Rule 144A Global Note, a Certificated Secured Note or a Certificated Subordinated Note may be transferred to a

person who takes delivery in the form of an interest in the corresponding Regulation S Global Note only upon receipt by the Trustee of a written certification from the transferor in the form required by the Indenture to the effect that such transfer is being made in accordance with Regulation S under the Securities Act. Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note, and accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Notes for as long as it remains such an interest.

A Certificated Subordinated Note or Certificated Secured Note may be transferred only upon receipt by the Issuer and the Trustee of (A) the transferor’s Note together with an interest transfer form in the form prescribed by the Indenture executed by the transferor and (B) (only in the case of a transfer to a person who takes delivery in the form of a Certificated Subordinated Note or Certificated Secured Note, as applicable) certificates substantially in the form of Annex A-1 and, in the case of a Certificated Subordinated Note, Annex A-2 attached hereto executed by the transferee. In addition, a beneficial interest in a Regulation S Global Subordinated Note may be transferred to a transferee acquiring a Certificated Subordinated Note only upon receipt by the Issuer and the Trustee of certificates substantially in the form of Annex A-1 and Annex A-2 attached hereto executed by the transferee, and a beneficial interest in a Class E Note or a Class F Note in the form of a Global Note may be transferred to a transferee acquiring a Certificated Secured Note only upon receipt by the Issuer and the Trustee of a certificate in the form of Annex A-1 attached hereto executed by the transferee.

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

The registered owner of the relevant Global Note will be the only person entitled to receive payments in respect of the Offered Securities represented thereby, and the Co-Issuers will be discharged by payment to, or to the order of, the registered owner of such Global Note in respect of each amount so paid. No person other than the registered owner of the relevant Global Note will have any claim against the Co-Issuers in respect of any payment due on that Global Note. Account holders or participants in Euroclear and Clearstream shall have no rights under the Indenture with respect to Global Notes held on their behalf by the Trustee as custodian for DTC, and DTC may be treated by the Co-Issuers, the Trustee and any agent of the Co-Issuers or the Trustee as the holder of Global Notes for all purposes whatsoever.

Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to have Notes registered in their names, will not receive or be entitled to receive definitive physical Notes and will not be considered “holders” of Notes under the Indenture or the Notes. If DTC notifies the Co-Issuers that it is unwilling or unable to continue as depositary for Global Notes of any Class or Classes or ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary or custodian is not appointed by the Co-Issuers within 90 days after receiving such notice, the Issuer will issue or cause to be issued, Notes of such Class or Classes in the form of definitive physical certificates in exchange for the applicable Global Notes to the beneficial owners of such Global Notes in the manner set forth in the Indenture. In addition, the owner of a beneficial interest in a Global Note will be entitled to receive a definitive physical Note in exchange for such interest (i) if an Event of Default has occurred and is continuing or (ii) if such owner or beneficial owners requests that its beneficial interest in such Global Note be converted to a definitive physical Note as a result of the failure by such owner to provide Holder FATCA Information as described in “Certain Tax Considerations—U.S. Taxation—FATCA Withholding.” In the event that definitive physical Notes are not so issued by the Issuer to such beneficial owners of interests in Global Notes, the Issuer expressly acknowledges that such beneficial owners shall be entitled to pursue any remedy that a holder of a definitive physical Note would be entitled to pursue in accordance with the Indenture (but only to the extent of such beneficial owner’s interest in the Global Note) as if definitive physical Notes had been issued. In the event that definitive physical Notes are issued in exchange for Global Notes as described above, the applicable Global Note will be surrendered to the Trustee by DTC and the Issuer or the Co-Issuers, as applicable, will execute and the Trustee will authenticate and deliver an equal aggregate principal amount of definitive physical Notes.

For so long as any Offered Securities are listed on the Irish Stock Exchange and the guidelines of such exchange shall so require, the Issuer or the Co-Issuers, as applicable, will have a transfer agent (which shall be the Irish Listing Agent) for such Offered Securities in Ireland. In the event that the Irish Listing Agent is replaced at any

time during such period, notice of the appointment of any replacement will be published in the Companies Announcements Office of the Irish Stock Exchange.

Interests in Global Notes, Certificated Secured Notes and Certificated Subordinated Notes will be subject to certain restrictions on transfer set forth therein and in the Indenture and the Notes will bear the restrictive legend set forth under “Transfer Restrictions.”

The Secured Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Subordinated Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof; provided, that Class E Notes, Class F Notes and Subordinated Notes may be issued to and shall be transferrable by any Accredited Investor that is not an Institutional Accredited Investor in minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof. The Notes shall only be transferred or resold in compliance with the terms of the Indenture and, if applicable, the subscription letter delivered by the initial purchaser of such Notes.

The Subordinated Notes

The Subordinated Notes will be issued pursuant to the Indenture, but will not be secured obligations thereunder. The following summary, together with the preceding summary of certain principal terms of the Indenture, describes certain provisions of the Subordinated Notes, but does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Indenture.

Status and Ranking. The Subordinated Notes will be fully subordinated to the Secured Notes and to the payment of all other amounts payable in accordance with the Priority of Payments. The Subordinated Notes will not be secured by the Assets or any pledge of the Assets but, under the terms of the Indenture, the Trustee will remit to the holders of the Subordinated Notes amounts available pursuant to the Priority of Payments. To the extent that following realization of the Assets, these amounts are insufficient to repay the principal amount of the Subordinated Notes or distributions thereon, no other funds will be available to make such payments.

Distributions on the Subordinated Notes. The Stated Maturity of the Subordinated Notes will be the Payment Date in July 2024. To the extent funds are available for such purpose under the Indenture as described above, payments will be made to the holders of the Subordinated Notes on each Payment Date and in connection with any redemption of the Subordinated Notes.

Payments on Subordinated Notes will be made to the person in whose name such Subordinated Note is registered on the applicable Record Date in the same manner as payments are made to the holders of the Secured Notes as described under “—the Secured Notes—Entitlements to Payments” and any unclaimed payments will be subject to the terms described under “—the Indenture and the Secured Notes—Prescription.”

Repayment. The Subordinated Notes will be fully redeemed on the Stated Maturity indicated in “Overview— Principal Terms of the Offered Securities” unless previously redeemed as described herein. The average life of the Subordinated Notes is expected to be less than the number of years until their Stated Maturity. See “Risk Factors— Risks Relating to the Offered Securities—Stated Maturity, Average Life and Prepayment Considerations.”

Optional Redemption. The Subordinated Notes will be redeemed by the Issuer, in whole but not in part, on or after the date on which all of the Secured Notes have been redeemed or repaid, from the proceeds of the Assets remaining after giving effect to redemption or repayment of the Secured Notes in full and payment in full of all expenses of the Co-Issuers, at the written direction of a Majority of the Subordinated Notes (which direction may be given in connection with a direction to redeem the Secured Notes or at any time after the Secured Notes have been redeemed or repaid in full). The Redemption Price payable to each holder of the Subordinated Notes will be its proportionate share of the proceeds of the Assets remaining after the payments described above.

Clean-up Call Redemption. The Subordinated Notes will be subject to Clean-up Call Redemption as described under “—The Indenture and the Secured Notes—Clean-up Call Redemption.” Any such redemption of Subordinated Notes will be made from any remaining proceeds after the payment of the required amounts described under “—The Indenture and the Secured Notes—Clean-up Call Redemption.”

Voting. Holders of the Subordinated Notes will have no voting rights except as set forth in the Indenture, the Portfolio Management Agreement or the other transaction documents, as described herein. A Majority of the Subordinated Notes will be able to direct a redemption or repayment of the Secured Notes and/or the Subordinated Notes pursuant to the Indenture (including by Refinancing). In addition, a Majority of the Subordinated Notes will, subject to the consent of other parties, be able to direct the issuance of additional Subordinated Notes, as described herein. See “Overview—Other Information—Additional Issuance” above. Subject to the prohibition in the following sentence, any holder may assign its voting rights to one or more assignees pursuant to agreements entered into between such holder and the assignees. Holders will be prohibited from assigning voting rights to a person that has no right to cashflows from the applicable Notes (directly or indirectly) or retaining voting rights when such holders have no remaining right to cashflow from the applicable Notes (directly or indirectly).

Cancellation. All Subordinated Notes surrendered for payment, registration of transfer, exchange or redemption, or deemed lost or stolen, shall be promptly canceled by the Trustee and may not be reissued or resold. No Subordinated Note may be surrendered (including any surrender in connection with any abandonment) except for payment as provided herein, or for registration of transfer, exchange or redemption in accordance with an Optional Redemption or a Clean-up Call Redemption, or for replacement in connection with any Note deemed lost or stolen. In the event that the Issuer seeks to repurchase and cancel Subordinated Notes, the Trustee will only cancel such Notes if no Secured Notes are outstanding and the Issuer has offered to purchase Subordinated Notes from each holder of the Subordinated Notes on the same terms.

RATINGS OF THE SECURED NOTES

The Secured Notes

It is a condition of the issuance of the Offered Securities that the Secured Notes of each Class receive from S&P (and, with respect to the Class A Notes, from both S&P and Moody’s) the minimum rating indicated under “Overview—Principal Terms of the Offered Securities.” A security rating is not a recommendation to buy, sell or hold securities and is subject to withdrawal at any time. There is no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by the assigning Rating Agency if in its judgment circumstances in the future so warrant.

The ratings of the Secured Notes address the likelihood of full and ultimate payment to holders of the Secured Notes of all distributions of stated interest (or, in the case of the S&P rating of the Class A Notes, the Class B-1 Notes and the Class B-2 Notes, timely distribution of stated interest) and the ultimate payment in full of the principal amount of each such Class not later than its respective Stated Maturity. The ratings assigned to the Secured Notes of each Class by either Rating Agency are based upon its assessment of the probability that the Collateral Obligations will provide sufficient funds to pay the Secured Notes of such Class (based upon the Interest Rate and principal balance or face amount, as applicable, of such Class), based largely upon such Rating Agency’s statistical analysis of historical default rates on debt securities with various ratings, the terms of the Indenture, the asset and interest coverage required for the Secured Notes (which is achieved through the subordination of the Subordinated Notes and certain Classes of Secured Notes as described herein), and the Concentration Limitations and the Collateral Quality Test, each of which must be satisfied, maintained or improved in order to reinvest in additional Collateral Obligations.

In addition to their respective quantitative tests, the ratings of each Rating Agency take into account qualitative features of a transaction, including the legal structure and the risks associated with such structure, such Rating Agency’s view as to the quality of the participants in the transaction and other factors that it deems relevant.

SECURITY FOR THE SECURED NOTES

The “Assets” will consist of, and the Issuer will grant to the Trustee a perfected security interest for the benefit of the Secured Parties in:

(a) the Collateral Obligations that the Issuer causes to be delivered to the Trustee (directly or through an intermediary or bailee) pursuant to the Indenture and all payments thereon or with respect thereto, and all Collateral Obligations which are purchased, or otherwise acquired by, the Issuer in the future pursuant to the terms of the Indenture and all payments thereon or with respect thereto;

(b) the Issuer’s interest in (i) the Payment Account, (ii) the Collection Account, (iii) the Ramp-up Account, (iv) the Revolver Funding Account, (v) each Hedge Account (to the extent permitted under the related Hedge Agreement), (vi) the Expense Reserve Account, (vii) the Custodial Account, (viii) the Non-Quarterly Pay Account and (ix) the Interest Reserve Account, any Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds therein;

(c) the Issuer’s rights under the Portfolio Management Agreement, the Hedge Agreements (provided, that there is no such grant to the Trustee on behalf of any Hedge Counterparty in respect of its related Hedge Agreement), the Administration Agreement, the Registered Office Agreement, the Collateral Administration Agreement and the Placement Agency Agreement;

(d) all cash or money delivered to the Trustee (or its bailee);

(e) all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights and other supporting obligations relating to the foregoing;

(f) any other property otherwise delivered to the Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations or Eligible Investments (including, without limitation, Equity Securities));

(g) the Issuer’s rights in any ETB Subsidiary and the Issuer’s rights under any agreement with any ETB Subsidiary; and

(h) all proceeds with respect to the foregoing; provided, that such grants shall not include the $250 transaction fee paid to the Issuer in consideration of the issuance of the Notes, the funds attributable to the issue and allotment of the Issuer’s ordinary shares and the Co-Issuer’s common shares or the bank account in the Cayman Islands in which such funds are deposited (or any interest thereon) (or any funds deposited or credited thereto).

Collateral Obligations

It is anticipated that the Issuer will have entered into binding agreements to purchase, on or about the Closing Date, approximately 63% (by principal amount) of the Target Initial Par Amount. It is expected (but there can be no assurance) that the Concentration Limitations, the Collateral Quality Test (other than the S&P CDO Monitor Test), the Target Initial Par Condition, the Effective Date Overcollateralization Test and each Overcollateralization Ratio Test will be satisfied not later than the end of the Ramp-up Period.

The composition of the Collateral Obligations will change over time as a result of (i) the acquisition of additional Collateral Obligations during the Ramp-up Period, (ii) scheduled and unscheduled principal payments on the Collateral Obligations and (iii) sales of Assets and reinvestment of Sale Proceeds and other Principal Proceeds during the Reinvestment Period, subject to the limitations described under “—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria” below.

The Concentration Limitations

By the end of the Ramp-up Period, and in connection with any reinvestment in additional Collateral Obligations, the Collateral Obligations in the aggregate are expected to comply with all of the requirements of the Concentration Limitations set forth under “Overview—Concentration Limitations.” Measurement of the degree of compliance with the Concentration Limitations will be required on every Measurement Date.

The Collateral Quality Test

By the end of the Ramp-up Period (other than with respect to the S&P CDO Monitor Test), and in connection with any reinvestment in additional Collateral Obligations, the Collateral Obligations in the aggregate are expected to comply with all of the requirements of the Collateral Quality Test set forth under “Overview—Collateral Quality Test.” Measurement of the degree of compliance with the Collateral Quality Test will be required on every Measurement Date. See “—Collateral Assumptions” below for a description of the assumptions applicable to the determination of satisfaction of the Collateral Quality Test.

“Moody’s Weighted Average Fixed Coupon” means, as of any date of determination, the number, expressed as a percentage (rounded up to the nearest 0.01%), equal to:

(i) the aggregate sum, in respect of each fixed rate Collateral Obligation, of an amount equal to the product of (a) the interest coupon of such Collateral Obligation multiplied by (b) the Principal Balance of such Collateral Obligation, divided by

(ii) the Aggregate Principal Balance of all such fixed rate Collateral Obligations.

“S&P Weighted Average Fixed Coupon” means, as of any date of determination, the number, expressed as a percentage (rounded up to the nearest 0.01%), equal to:

(ii) the Aggregate Principal Balance of all such fixed rate Collateral Obligations.

For purposes of the foregoing (1) the interest coupon in respect of a fixed rate Step-up Obligation shall be deemed to be its current interest rate, (2) the interest coupon in respect of a fixed rate Step-down Obligation shall be deemed to be the lowest possible interest rate under the underlying instruments relating to such Step-down Obligation and (3) the interest coupon in respect of a fixed rate Partial Deferrable Security that is deferring the payment of any interest due thereon shall be deemed to be the Deferrable Cash-Pay Interest with respect thereto.

“Excess Moody’s Weighted Average Floating Spread” means, as of any date of determination, an amount equal to:

(i) the excess, if any, of the Moody’s Weighted Average Floating Spread over the Minimum Moody’s Floating Spread, multiplied by

(ii) an amount equal to (a) the lesser of (i) the Target Initial Par Amount minus the Aggregate Principal Balance of all fixed rate Collateral Obligations as of such date of determination and (ii) the Aggregate Principal Balance of all floating rate Collateral Obligations as of such date of determination divided by (b) the Aggregate Principal Balance of all fixed rate Collateral Obligations.

“Excess S&P Weighted Average Floating Spread” means, as of any date of determination, an amount equal to:

(i) the excess, if any, of the S&P Weighted Average Floating Spread over the Minimum S&P Floating Spread, multiplied by

(ii) an amount equal to (a) the Aggregate Principal Balance of all floating rate Collateral Obligations as of such date of determination divided by (b) the Aggregate Principal Balance of all fixed rate Collateral Obligations.

“Moody’s Weighted Average Floating Spread” means, as of any date of determination, the number, expressed as a percentage (rounding up to the nearest 0.01%), obtained by calculating the sum of:

(w) in the case of each floating rate Collateral Obligation (excluding Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations), the aggregate interest on such Collateral Obligation over LIBOR multiplied by the outstanding Principal Balance of such Collateral Obligation as of such date,

(x) in the case of each Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, (i) the commitment fee for such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation multiplied by the undrawn commitments of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation and (ii) the aggregate interest on such Collateral Obligation over LIBOR multiplied by the outstanding principal amount of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation (provided that letter of credit fees shall be excluded for all purposes), and

(y) the Aggregate Excess Spread, and dividing such sum by: the lesser of (i) the Target Initial Par Amount minus the Aggregate Principal Balance of all fixed rate Collateral Obligations as of such date of determination and (ii) the Aggregate Principal Balance of all such floating rate Collateral Obligations as of such date of determination.

For purposes of the foregoing, (1) in the case of each floating rate Collateral Obligation that bears interest at a spread over an index other than a London interbank offered rate based index, the interest over LIBOR for such Collateral Obligation shall be equal to the excess of the sum of such spread and such index (or, in the case of a Pre- funded Letter of Credit, the applicable rate of interest on the deposited amount) over LIBOR calculated for the Floating Rate Notes for the immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative number), (2) LIBOR with respect to any floating rate Collateral Obligation that bears interest based on a spread over LIBOR shall be calculated in the same manner as it is calculated for payments on such Collateral Obligation, (3) with respect to any LIBOR Floor Obligation, the interest over LIBOR for such Collateral Obligation shall be equal to the sum of (a) the applicable spread over LIBOR and (b) the excess, if any, of the specified “floor” rate relating to such Collateral Obligation over LIBOR calculated for the Floating Rate Notes for the immediately preceding Interest Determination Date, (4) the interest over the applicable index in respect of a floating rate Step-up Obligation shall be deemed to be its current interest spread over such index and the interest over the applicable index in respect of a floating rate Step-down Obligation shall be deemed to be the lowest possible interest spread over such index under the underlying instruments relating to such Step-down Obligation and (5) the interest over the applicable index in respect of a floating rate Partial Deferrable Security that is deferring the payment of any interest due thereon shall be deemed to be the excess of (x) the Deferrable Cash-Pay Interest with respect thereto over (y) the applicable index.

“S&P Weighted Average Floating Spread” means, as of any date of determination, the number, expressed as a percentage (rounding up to the nearest 0.01%), obtained by calculating the sum of:

such Collateral Obligation, (3) with respect to any LIBOR Floor Obligation, the interest over LIBOR for such Collateral Obligation shall be equal to the sum of (a) the applicable spread over LIBOR and (b) the excess, if any, of the specified “floor” rate relating to such Collateral Obligation over LIBOR calculated for the Floating Rate Notes for the immediately preceding Interest Determination Date, (4) the interest over the applicable index in respect of a floating rate Step-up Obligation shall be deemed to be its current interest spread over such index and the interest over the applicable index in respect of a floating rate Step-down Obligation shall be deemed to be the lowest possible interest spread over such index under the underlying instruments relating to such Step-down Obligation and (5) the interest over the applicable index in respect of a floating rate Partial Deferrable Security that is deferring the payment of any interest due thereon shall be deemed to be the excess of (x) the Deferrable Cash-Pay Interest with respect thereto over (y) the applicable index.

“Aggregate Excess Spread” means, as of any date of determination, an amount equal to the product of:

(i) LIBOR applicable to the Floating Rate Notes during the Interest Accrual Period in which such date of determination occurs, multiplied by

(ii) the amount (not less than zero) equal to (1) the Aggregate Principal Balance of the Collateral Obligations (excluding any Partial Deferrable Security to the extent of any non-cash interest) as of such date of determination minus (2) the Target Initial Par Amount.

“Excess Moody’s Weighted Average Fixed Coupon” means, as of any date of determination, an amount equal to:

(i) the excess, if any, of the Moody’s Weighted Average Fixed Coupon over the Minimum Fixed Coupon multiplied by

(ii) an amount equal to (a) the Aggregate Principal Balance of all fixed rate Collateral Obligations divided by (b) the Aggregate Principal Balance of all floating rate Collateral Obligations.

“Excess S&P Weighted Average Fixed Coupon” means, as of any date of determination, an amount equal to:

(i) the excess, if any, of the S&P Weighted Average Fixed Coupon over the Minimum Fixed Coupon multiplied by

(ii) an amount equal to (a) the Aggregate Principal Balance of all fixed rate Collateral Obligations divided by (b) the Aggregate Principal Balance of all floating rate Collateral Obligations.

“LIBOR Floor Obligation” means, as of any date of determination, a floating rate Collateral Obligation (a) the interest in respect of which is paid based on a London interbank offered rate and (b) that provides that such London interbank offered rate is (in effect) calculated as the greater of (i) a specified “floor” rate per annum and (ii) the London interbank offered rate for the applicable interest period for such Collateral Obligation.

Maximum Moody’s Rating Factor Test.

The Maximum Moody’s Rating Factor Test will be satisfied on any date of determination if the Weighted Average Moody’s Rating Factor of the Collateral Obligations is less than or equal to the “Maximum Weighted Average Moody’s Rating Factor” as determined by reference to the chart within the definition of Minimum Diversity/Maximum Rating/Minimum Spread Matrix, based upon the applicable “row/column combination” chosen by the Portfolio Manager (or the interpolating between two adjacent rows and/or two adjacent columns, as applicable) in accordance with the Indenture, plus the Recovery Rate Adjustment Amount.

The “Weighted Average Moody’s Rating Factor” is the number (rounded up to the nearest whole number) equal to:

(i) the sum of all the products of (a) the Principal Balance of each Collateral Obligation multiplied by (b) the Moody’s Rating Factor of such Collateral Obligation (as described below), divided by

(ii) the outstanding Principal Balance of all such Collateral Obligations.

The “Moody’s Rating Factor” relating to any Collateral Obligation is the number set forth in the table below opposite the Moody’s Default Probability Rating (as described below) of such Collateral Obligation.

Moody’s Default Moody’s Default Probability Rating Moody’s Rating Factor Probability Rating Moody’s Rating Factor “Aaa” 1 “Ba1” 940 “Aa1” 10 “Ba2” 1,350 “Aa2” 20 “Ba3” 1,766 “Aa3” 40 “B1” 2,220 “A1” 70 “B2” 2,720 “A2” 120 “B3” 3,490 “A3” 180 “Caa1” 4,770 “Baa1” 260 “Caa2” 6,500 “Baa2” 360 “Caa3” 8,070 “Baa3” 610 “Ca” or lower 10,000

For purposes of the Maximum Moody’s Rating Factor Test, any Collateral Obligation issued or guaranteed by the United States government or any agency or instrumentality thereof is assigned a Moody’s Rating Factor set forth opposite the then-current rating of full faith and credit obligations of the federal government of the United States.

Moody’s Diversity Test.

The Moody’s Diversity Test will be satisfied on any date of determination if the Diversity Score (rounded up to the nearest whole number) equals or exceeds the number set forth in the column entitled “Minimum Diversity Score” in the Minimum Diversity/Maximum Rating/Minimum Spread Matrix based upon the applicable “row/column combination” chosen by the Portfolio Manager (with notice to the Collateral Administrator ) (or the interpolating between two adjacent rows and/or two adjacent columns, as applicable) in accordance with the Indenture.

For purposes of the “Moody’s Diversity Test,” the Diversity Score (the “Diversity Score”) is a single number that indicates collateral concentration in terms of both issuer and industry concentration. A higher Diversity Score reflects a more diverse portfolio in terms of issuer and industry concentration. The Diversity Score is calculated as follows:

(i) An “Issuer Par Amount” is calculated for each issuer of a Collateral Obligation, and is equal to the Aggregate Principal Balance of all Collateral Obligations issued by that issuer and all affiliates.

(ii) An “Average Par Amount” is calculated by summing the Issuer Par Amounts for all issuers, and dividing by the number of issuers.

(iii) An “Equivalent Unit Score” is calculated for each issuer, and is equal to the lesser of (x) one and (y) the Issuer Par Amount for such issuer divided by the Average Par Amount.

(iv) An “Aggregate Industry Equivalent Unit Score” is then calculated for each of the Moody’s industry classification groups (as defined in the Indenture) and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry classification group.

(v) An “Industry Diversity Score” is then established for each Moody’s industry classification group by reference to the following table for the related Aggregate Industry Equivalent Unit Score; provided, that if any Aggregate Industry Equivalent Unit Score falls between any two such scores, the applicable Industry Diversity Score will be the lower of the two Industry Diversity Scores:

Aggregate Aggregate Aggregate Aggregate Industry Industry Industry Industry Industry Industry Industry Industry Equivalent Diversity Equivalent Diversity Equivalent Diversity Equivalent Diversity Unit Score Score Unit Score Score Unit Score Score Unit Score 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 0.2000 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 0.7000 5.7500 2.9333 10.8500 4.0900 15.9500 4.6000 0.7500 0.8000 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 1.1000 6.2500 3.0750 11.3500 4.1400 16.4500 4.6500 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 17.4500 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 2.1000 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

(vi) The Diversity Score is then calculated by summing each of the Industry Diversity Scores for each Moody’s industry classification group.

(vii) For purposes of calculating the Diversity Score, affiliated issuers in the same industry are deemed to be a single issuer except as otherwise agreed to by Moody’s.

S&P CDO Monitor Test.

The S&P CDO Monitor Test will be satisfied on any date of determination following receipt by the Portfolio Manager and Collateral Administrator of the S&P CDO Monitor if, after giving effect to the sale of a Collateral Obligation or the purchase of an additional Collateral Obligation, each Class Default Differential of the Proposed Portfolio is positive. The S&P CDO Monitor Test will be considered to be improved if each Class Default Differential of the Proposed Portfolio is greater than the corresponding Class Default Differential of the Current Portfolio.

Compliance with the S&P CDO Monitor Test will be measured by the Portfolio Manager on each Measurement Date after receipt by the Issuer of the S&P CDO Monitor; provided, however, that on each Measurement Date after the Ramp-up Period and after receipt by the Issuer of the S&P CDO Monitor, the Portfolio Manager shall be required to provide to The Bank of New York Mellon Trust Company, National Association, in its capacity as collateral administrator (the “Collateral Administrator”) under the Collateral Administration Agreement among the Issuer, the Portfolio Manager and the Collateral Administrator (the “Collateral Administration Agreement”), a report on the portfolio of Collateral Obligations containing such information as shall be reasonably necessary to permit the Collateral Administrator to calculate each Class Default Differential on such Measurement Date. In the event that the Portfolio Manager’s measurement of compliance and the Collateral Administrator’s measurement of compliance show different results, the Portfolio Manager and the Collateral Administrator shall be required to cooperate promptly in order to reconcile such discrepancy.

There can be no assurance that actual defaults of the Collateral Obligations will not exceed those assumed in the application of the S&P CDO Monitor or that recovery rates with respect thereto will not differ from those assumed in the S&P CDO Monitor. None of the Portfolio Manager, the Placement Agents, the Trustee, the Collateral Administrator or the Co-Issuers makes any representation as to the expected rate of defaults of the Collateral Obligations or the timing of defaults or as to the expected recovery rate or the timing of recoveries.

Minimum Weighted Average Moody’s Recovery Rate Test.

The Minimum Weighted Average Moody’s Recovery Rate Test will be satisfied on any date of determination if the Weighted Average Moody’s Recovery Rate equals or exceeds the Minimum Weighted Average Moody’s Recovery Rate.

“Weighted Average Moody’s Recovery Rate” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the product of the Moody’s Recovery Rate on such date of determination of each Collateral Obligation and the Principal Balance of such Collateral Obligation, dividing such sum by the Aggregate Principal Balance of all such Collateral Obligations and rounding up to the first decimal place.

“Moody’s Recovery Rate” means, with respect to any Collateral Obligation, as of any date of determination, the recovery rate determined in accordance with the following, in the following order of priority:

(a) if the Collateral Obligation has been specifically assigned a recovery rate by Moody’s (for example, in connection with the assignment by Moody’s of an estimated rating), such recovery rate;

(b) if the preceding clause does not apply to the Collateral Obligation (other than a DIP Collateral Obligation), the rate determined pursuant to the table below based on the number of rating subcategories difference between the Collateral Obligation’s Moody’s Rating and its Moody’s Default Probability Rating (for purposes of clarification, if the Moody’s Rating is higher than the Moody’s Default Probability Rating, the rating subcategories’ difference will be positive and if it is lower, negative):

Number of Moody’s Moody’s Second Lien Ratings Subcategories Loans, Moody’s Senior Difference Between the Secured Bonds & Moody’s Rating and Moody’s Senior the Moody’s Default Moody’s Senior Secured Floating Rate All other Collateral Probability Rating Secured Loans Notes Obligations +2 or more 60.0% 55.0% 45.0% +1 50.0% 45.0% 35.0% 0 45.0% 35.0% 30.0% -1 40.0% 25.0% 25.0% -2 30.0% 15.0% 15.0% -3 or less 20.0% 5.0% 5.0%

Minimum Weighted Average S&P Recovery Rate Test.

The Minimum Weighted Average S&P Recovery Rate Test for each Class of Secured Notes then outstanding will be satisfied as of any Measurement Date if the Weighted Average S&P Recovery Rate equals or exceeds the S&P Recovery Rate determined by reference to the S&P Test Matrix based upon the applicable row/column combination chosen by the Portfolio Manager.

“Weighted Average S&P Recovery Rate” means, as of any date of determination, with respect to each Class of Notes then outstanding with an initial rating corresponding to the rating in the applicable tables below, the fraction (expressed as a percentage) obtained by (a) summing the products obtained by multiplying (i) the Principal Balance of each Collateral Obligation by (ii) the S&P Recovery Rate as set forth in either the column corresponding to the initial rating of the relevant Class of Notes using the Tiered Recovery Rate Method table below or the column corresponding to the initial rating of the relevant Class of Notes using the Asset Assigned Recovery Rate Method table below, as applicable, (b) dividing such sum by the Aggregate Principal Balance of all Collateral Obligations and (c) rounding up to the nearest hundredth of a percent. For purposes of determining the Weighted Average S&P Recovery Rate, the S&P Recovery Rate for all Collateral Obligations will be determined by using the Asset Assigned Recovery Rate Method tables or, if the Asset Assigned Recovery Rate Method tables do not apply to such Collateral Obligation, the Tiered Recovery Rate Method tables; provided, however, that any other recovery rate proposed by the Portfolio Manager and consented to by S&P may be utilized on a case-by-case basis. The “Tiered Recovery Rate Method” means determining the Weighted Average S&P Recovery Rate by using the Tiered Recovery Rate Method tables. The “Asset Assigned Recovery Rate Method” means determining the Weighted Average S&P Recovery Rate by using the Asset Assigned Recovery Rate Method tables, except in the limited circumstances described below.

Tiered Recovery Rate Method

Table 1: S&P Tiered Recovery Rate Method Table (by Asset Class and CDO Liability Rating)(1) CDO Liability Rating AAA AA A BBB BB B Senior Secured Loans(2)

Group 1 50 55 59 63 75 79 Group 2 45 49 53 58 70 74 Group 3 39 42 46 49 60 63 Group 4 17 19 27 29 31 34 Senior secured Cov-Lite Loans/senior secured bonds

Group 1 41 46 49 53 63 67 Group 2 37 41 44 49 59 62 Group 3 32 35 39 41 50 53 Group 4 17 19 27 29 31 34 Mezzanine/second-lien loans, bonds or notes/senior unsecured loans/senior unsecured bonds/First-Lien Last-Out Loans(3)

Group 1 18 20 23 26 29 31 Group 2 16 18 21 24 27 29 Group 3 13 16 18 21 23 25 Group 4 10 12 14 16 18 20 Subordinated loans/subordinated bonds

Group 1 8 8 8 8 8 8 Group 2 10 10 10 10 10 10 Group 3 9 9 9 9 9 9 Group 4 5 5 5 5 5 5 ______(1) Or, at the election of the Portfolio Manager, such higher rates as provided by S&P. (2) DIP Collateral Obligations to be treated as Senior Secured Loans. (3) In the case of second lien loans and First-Lien Last-Out Loans, the first 15% of the Collateral Principal Amount will be treated as senior unsecured loans and the excess over 15% as subordinated loans. Obligations secured primarily by equity or common stock not to be treated as Senior Secured Loans, but rather as senior unsecured loans. First-Lien Last-Out Loans not to be treated as Senior Secured Loans. “First-Lien Last-Out Loan” means a Senior Secured Loan that, prior to a default with respect to such loan, is entitled to receive payments pari passu with other Senior Secured Loans of the same obligor, but following a default becomes fully subordinated to other Senior Secured Loans of the same obligor and is not entitled to any payments until such other Senior Secured Loans are paid in full.

Table 2: S&P Country Groupings for S&P Recovery Rate Group 1 Group 2 Group 3 Group 4 Australia Austria Argentina Kazakhstan Denmark Belgium Brazil Russia Finland Canada Chile Ukraine Hong Kong Germany France Others Ireland Israel Greece The Netherlands Japan Italy New Zealand Luxembourg Mexico Norway Portugal South Korea Singapore South Africa Spain Sweden Switzerland Taiwan U.K. U.S. Turkey United Arab Emirates

Asset Assigned Recovery Rate Method

If applicable, the S&P Recovery Rate for Collateral Obligations shall be determined by reference to the table below and a list of debt securities with asset-by-asset current recovery ratings (each such recovery rate, an “Asset Assigned Recovery Rating”) listed on the S&P website at “www.standardandpoors.com” or such other website address designated by S&P. For the avoidance of doubt, Asset Assigned Recovery Ratings are determined by reference to the rating of the security and without regard to its characterization as senior secured, senior unsecured, mezzanine or subordinated (or any other designation of seniority or Domicile).

Table 3: S&P Recovery Rates for Collateral Obligations with S&P Asset Assigned Recovery Ratings CDO AAA AA A BBB BB B Liability Rating Asset Assigned Recovery Rating S&P Recovery Rates (%)

1+ 75 85 88 90 92 95

1 65 75 80 85 90 95

2 50 60 66 73 79 85

3 30 40 46 53 59 65

4 20 26 33 39 43 45

5 5 10 15 20 23 25

6 2 4 6 8 10 10

If the relevant Collateral Obligation has no Asset Assigned Recovery Rating from S&P, the S&P Recovery Rate of such Collateral Obligation shall be determined by reference to the “Tiered Recovery Rate Method” tables; provided that, if the Collateral Obligation is either a senior unsecured debt security or a subordinated debt security with no Asset Assigned Recovery Rating designated but the issuer of such Collateral Obligation has an Asset Assigned

Recovery Rating on senior secured debt obligations issued by it, the S&P Recovery Rate for such Collateral Obligation shall be derived from the Asset Assigned Recovery Rating of such senior secured debt obligations by reference to the tables set forth below or such other table(s) as directed by S&P upon request by the Portfolio Manager; provided further, that, if on any date of determination a Collateral Obligation does not have an Asset Assigned Recovery Rating, if on such date of determination S&P provides an Asset Assigned Recovery Rating estimate service, the Portfolio Manager may request from S&P such an estimate for such Collateral Obligation and, upon receipt of such credit estimate, the S&P Recovery Rate for such Collateral Obligation shall be derived by reference to such estimate.

Table 4: S&P Recovery Rates for Group 1 senior unsecured assets if senior secured asset has an Asset Assigned Recovery Rating CDO AAA AA A BBB BB B Liability Rating Asset Assigned Recovery Rating of senior S&P Recovery Rates (%) secured asset

1+ 18 20 23 26 29 31

1 18 20 23 26 29 31

2 18 20 23 26 29 31

3 12 15 18 21 22 23

4 5 8 11 13 14 15

5 2 4 6 8 9 10

6 ------

Table 5: S&P Recovery Rates for Group 2 senior unsecured assets if senior secured asset has an Asset Assigned Recovery Rating CDO AAA AA A BBB BB B Liability Rating Asset Assigned Recovery Rating of senior secured asset S&P Recovery Rates (%) 1+ 16 18 21 24 27 29

1 16 18 21 24 27 29

2 16 18 21 24 27 29

3 10 13 15 18 19 20

4 5 5 5 5 5 5

5 2 2 2 2 2 2

6 ------

Table 6: S&P Recovery Rates for Group 3 senior unsecured assets if senior secured asset has an Asset Assigned Recovery Rating CDO Liability AAA AA A BBB BB B Rating Asset Assigned Recovery Rating S&P Recovery Rates (%) of senior secured asset

1+ 13 16 18 21 23 25

1 13 16 18 21 23 25

2 13 16 18 21 23 25

3 8 11 13 15 16 17

4 5 5 5 5 5 5

5 2 2 2 2 2 2

6 ------

Table 7: S&P Recovery Rates for Groups 1, 2 and 3 subordinated assets if senior secured asset has an Asset Assigned Recovery Rating CDO AAA AA A BBB BB B Liability Rating Asset Assigned S&P Recovery Rates (%) Recovery Rating of senior secured asset

1+ 8 8 8 8 8 8

1 8 8 8 8 8 8

2 8 8 8 8 8 8

3 5 5 5 5 5 5

4 2 2 2 2 2 2

5 ------

6 ------

Weighted Average Life Test.

The Weighted Average Life Test is a test that is satisfied if the Weighted Average Life of the Collateral Obligations is less than or equal to (A) 8.0 minus (B)(1) the number of calendar quarters that have elapsed since the Closing Date divided by (2) four.

The “Weighted Average Life” with respect to each Collateral Obligation as of any date of determination is an amount equal to (i) the sum of the products obtained by multiplying (A) (x) the actual number of days from such date of determination to the respective dates of each successive scheduled distribution of principal of such Collateral Obligation divided by (y) 365 and (B) the related amounts of the principal of such scheduled distribution; divided by (ii) the sum of the aggregate amount of all such scheduled distributions of principal of such Collateral Obligation.

Collateral Assumptions

Unless otherwise specified, the assumptions described in this section will be applied to the determination of the Concentration Limitations, the Collateral Quality Test, the Coverage Tests, and the Interest Reinvestment Test.

For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Obligations will be treated as having a Principal Balance equal to zero.

For all purposes (including calculation of the Coverage Tests, the Interest Reinvestment Test and the calculation required pursuant to the Event of Default specified in clause (f) of the definition of such term), the Principal Balance of a Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation will include all unfunded commitments that have not been irrevocably reduced or withdrawn.

For purposes of calculating the sale proceeds of a Collateral Obligation in purchase and sale transactions, sales proceeds of Collateral Obligations having Principal Financed Accrued Interest at the time of purchase will include such amount received in respect of such sale.

All calculations with respect to scheduled distributions on the Pledged Obligations securing the Secured Notes shall be made on the basis of information as to the terms of each such Pledged Obligation and upon report of payments, if any, received on such Pledged Obligation that are furnished by or on behalf of the issuer of such Pledged Obligation and, to the extent they are not manifestly in error, such information or report may be conclusively relied upon in making such calculations.

For purposes of calculating the Coverage Tests and the Interest Reinvestment Test, except as otherwise specified in the Coverage Tests or the Interest Reinvestment Test, as applicable, such calculations will not include scheduled interest and principal payments on Defaulted Obligations or payments (including under any Hedge Agreement) as to which the Portfolio Manager or the Issuer has actual knowledge that such payments will not be made unless or until such payments are actually made.

For each Collection Period and as of any date of determination, the scheduled payment of principal and/or interest on any Pledged Obligation (other than a Defaulted Obligation, which, except as otherwise provided herein, shall be assumed to have scheduled distributions of zero) shall be the sum of (i) the total amount of payments and collections to be received during such Collection Period in respect of such Pledged Obligation (including the proceeds of the sale of such Pledged Obligation received and, in the case of sales which have not yet settled, to be received during the Collection Period and not reinvested in additional Collateral Obligations or Eligible Investments or retained in the Collection Account for subsequent reinvestment) that, if paid as scheduled, will be available in the Collection Account at the end of the Collection Period and (ii) any such amounts received in prior Collection Periods that were not disbursed on a previous Payment Date.

Each scheduled payment of principal and/or interest receivable with respect to a Collateral Obligation shall be assumed to be received on the applicable due date thereof, and each such scheduled payment of principal and/or interest shall be assumed to be immediately deposited in the Collection Account to earn interest at an assumed reinvestment rate. All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms of the Indenture, to payments of principal of or interest on the Notes or other amounts payable pursuant to the Indenture. For purposes of the applicable determinations with respect to the amounts payable under the Priority of Payments, described in “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria” and required by the definition of “Interest Coverage Ratio,” the expected interest on Secured Notes and floating rate Collateral Obligations will be calculated using the then-current interest rates applicable thereto.

If one or more Collateral Obligations included in the Assets would be deemed Current Pay Obligations but for the applicable percentage limitation in the definition thereof, the Portfolio Manager shall determine which such Collateral Obligations have the lowest Market Value (as a percentage of par) and such Collateral Obligations with the lowest Market Value (as a percentage of par) will be deemed Defaulted Obligations. Each such Defaulted Obligation will be treated as a Defaulted Obligation for all purposes until such time as the Aggregate Principal Balance of Current Pay Obligations would not exceed, on a pro forma basis including such Defaulted Obligation, the applicable percentage of the Collateral Principal Amount.

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

For purposes of determining whether the Effective Date Overcollateralization Test has been satisfied, all calculations shall be made on a “pro forma” basis giving effect to any purchases and sales, and, for purposes of determining whether any Coverage Test or the Interest Reinvestment Test has been satisfied on any Determination Date for purposes of the Priority of Payments, all calculations shall be made on a “pro forma” basis after giving effect to any payments made through the applicable clause of the Priority of Payments.

Except as otherwise provided herein, Defaulted Obligations will not be included in the calculation of the Collateral Quality Test.

For purposes of calculating the Collateral Quality Test, DIP Collateral Obligations will be treated as having an S&P Recovery Rate equal to the recovery rate for Senior Secured Loans set forth in the definition of “Weighted Average S&P Recovery Rate.”

For purposes of calculating compliance with the Investment Criteria and/or the criteria with respect to any amendment or modification extending or having the effect of extending the maturity of a Collateral Obligation, the Portfolio Manager may elect to execute one or more Trading Plans (with notice to the Collateral Administrator, the Trustee and S&P, which notice shall include the identity of all sales and purchases forming part of such Trading Plan); provided, that if a previous Trading Plan failed to comply with the Investment Criteria or the criteria with respect to any amendment or modification extending or having the effect of extending the maturity of a Collateral Obligation, the Portfolio Manager may not execute any further Trading Plans until the S&P Rating Condition is satisfied (and, following satisfaction of the S&P Rating Condition, any number of additional Trading Plans may be executed subject to the other limitations in this paragraph). Upon receipt of notice of a Trading Plan from the Portfolio Manager, the Trustee shall reasonably promptly make the notice available via its internet website in accordance with the Indenture. “Trading Plan” means, with respect to any proposed investment (or amendment or modification extending or having the effect of extending the maturity of a Collateral Obligation), a plan under which compliance with the Investment Criteria and, if applicable, the criteria with respect to any amendment or modification extending or having the effect of extending the maturity of a Collateral Obligation will be evaluated after giving effect to all sales, purchases and amendments proposed to be entered into or voted for within ten Business Days (determined as of the trade date of each such proposed sale and reinvestment and as of the effective date of any such amendment or modification) following the date of determination of such compliance; provided, that (i) the execution of a Trading Plan will not result in the averaging of the purchase price of a Collateral Obligation or Collateral Obligations purchased at separate times for purposes of any calculation made in connection with the Investment Criteria; (ii) no Collateral Obligation with a Weighted Average Life of less than six months may be purchased in connection with a Trading Plan; (iii) no Trading Plan may be executed over a time period that includes a Determination Date; (iv) no Trading Plan may relate to the purchase of Collateral Obligations having an Aggregate Principal Balance in excess of 5.0% of the Collateral Principal Amount; and (v) only one Trading Plan may be outstanding at any time.

For purposes of calculating clauses (v) and (vi) of the Concentration Limitations, without duplication, the amounts on deposit in the Collection Account and the Ramp-up Account (including Eligible Investments therein) representing Principal Proceeds shall each be deemed to be a floating rate Collateral Obligation that is a Senior Secured Loan.

All monetary calculations under the Indenture will be in U.S. dollars.

If the Issuer (or the Portfolio Manager on behalf of the Issuer) is notified by the administrative agent or other withholding agent or otherwise for the syndicate of lenders in respect of any Pre-funded Letter of Credit or other letter of credit that amounts associated therewith are subject to withholding tax imposed by any jurisdiction, the applicable Collateral Quality Test, the Coverage Tests and the Interest Reinvestment Test shall be calculated thereafter net of the full amount of such withholding tax unless the related obligor is required to make “gross-up” payments to the Issuer that cover the full amount of any such withholding tax on an after-tax basis pursuant to the underlying instruments with respect thereto.

In determining the amount of any principal payment required to satisfy any Coverage Test after the Reinvestment Period, for purposes of calculating amounts payable pursuant to the Priority of Payments, the aggregate outstanding principal amount of the Notes shall give effect to the application of Principal Proceeds to be used on the applicable Payment Date to repay principal of the Secured Notes and the application of Interest Proceeds pursuant to all prior clauses in the Priority of Payments.

For purposes of calculating compliance with any tests, ratios, or calculations under the Indenture, the trade date (and not the settlement date) with respect to any acquisition or disposition of a Collateral Obligation or Eligible Investment will be used to determine whether and when such acquisition or disposition has occurred.

For reporting purposes and for purposes of calculating the Coverage Tests, the Investment Criteria and any other requirements related to the acquisition of additional Collateral Obligations, assets held by any ETB Subsidiary will be treated as Equity Securities owned by the Issuer (and the equity interest in such ETB Subsidiary shall not be included in such calculation).

The Coverage Tests

See “—Collateral Assumptions” above for a description of the assumptions applicable to the determination of satisfaction of the Coverage Tests.

Overcollateralization Ratio. See “Overview—Coverage Tests” for a description of the calculation of the Overcollateralization Ratio used in connection with the Overcollateralization Ratio Tests and the Interest Reinvestment Test.

Interest Coverage Ratio. See “Overview—Coverage Tests” for a description of the calculation of the Interest Coverage Ratio.

In determining the amount of any principal payment required to satisfy any Coverage Test after the Reinvestment Period, for purposes of the priorities set forth under “—Priority of Payments—Application of Interest Proceeds,” the aggregate outstanding principal amount of the Notes shall give effect to the application of Principal Proceeds to be used on the applicable Payment Date to repay principal of the Secured Notes, and the application of Interest Proceeds on such Payment Date pursuant to all prior clauses in the priorities set forth under “—Priority of Payments—Application of Interest Proceeds.”

The Interest Reinvestment Test

See “Overview—Interest Reinvestment Test” for a description of the Interest Reinvestment Test.

Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria

Subject to other requirements set forth in the Indenture; and provided, that no Event of Default has occurred and is continuing (except for a sale pursuant to clauses (a), (c), (d), (e), (g) and (h) below), the Portfolio Manager on behalf of the Issuer may in writing direct the Trustee to sell and the Trustee (on behalf of the Issuer) shall sell in the manner directed by the Portfolio Manager any Collateral Obligation or Equity Security (including any equity interests of any ETB Subsidiary or assets held by an ETB Subsidiary) if such sale meets any one of the following requirements:

(a) The Portfolio Manager may direct the Trustee to sell any Credit Risk Obligation at any time during or after the Reinvestment Period without restriction; provided, that during the continuation of an Acceleration Event, any such sale shall be subject to the approval of a Majority of the Controlling Class;

(b) The Portfolio Manager may direct the Trustee to sell any Credit Improved Obligation at any time (as long as no Event of Default has occurred and is continuing) during or after the Reinvestment Period if the Portfolio Manager reasonably believes that (i) if such sale occurs during the Reinvestment Period, the Sale Proceeds thereof will be reinvested in Collateral Obligations with an aggregate Principal Balance equal to or greater than the Investment Criteria Adjusted Balance of the sold Credit Improved Obligation within 20 Business Days of such sale, (ii) the Effective Date Overcollateralization Test will be satisfied after giving effect to such sale or (iii) the Sale Proceeds from such sale will be at least equal to the Investment Criteria Adjusted Balance of such Credit Improved Obligation;

(c) The Portfolio Manager may direct the Trustee to sell any Defaulted Obligation at any time during or after the Reinvestment Period without restriction; provided, that the Portfolio Manager shall use its commercially reasonable efforts to effect the sale of any Defaulted Obligation within three years after it becomes a Defaulted Obligation; provided, further, that during the continuation of an Acceleration Event, any such sale shall be subject to the approval of a Majority of the Controlling Class;

(d) The Portfolio Manager may direct the Trustee to sell any Equity Security or any asset held by any ETB Subsidiary at any time during or after the Reinvestment Period without restriction, and shall use its commercially reasonable efforts to effect the sale of any Equity Security:

(i) within twenty Business Days of receipt in the case of Equity Securities received on the exercise of a conversion option relating to any Collateral Obligation (or within three years of receipt, if such Equity Security is (A) received upon the conversion of a Defaulted Obligation, or (B) received in an exchange initiated by the obligor to avoid bankruptcy); and

(ii) within 45 days of receipt if such Equity Security constitutes Margin Stock, unless such sale is prohibited by applicable law, in which case such Equity Security shall be sold as soon as such sale is permitted by applicable law;

(e) After the Issuer has notified the Trustee of an Optional Redemption of the Notes or a Clean-up Call Redemption and all requirements set forth in the Indenture with respect thereto are met, the Portfolio Manager shall (except in connection with a Refinancing) direct the Trustee to sell (which sale may be through participation) all or a portion of the Collateral Obligations;

(f) The Portfolio Manager may direct the Trustee to sell any Collateral Obligation at any time during or after the Reinvestment Period, so long as a Restricted Trading Period is not in effect and no Event of Default has occurred and is continuing, if (a) the Portfolio Manager reasonably believes prior to such sale that (i) the Sale Proceeds thereof will be at least equal to the Investment Criteria Adjusted Balance of the sold Collateral Obligation, (ii) such Sale Proceeds will be reinvested in Collateral Obligations with a Principal Balance equal to or greater than the Investment Criteria Adjusted Balance of the sold Collateral Obligation or (iii) the Effective Date Overcollateralization Test will be satisfied after giving effect to such sale and (b) with respect to sales entered into after the Ramp-up Period only, after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this paragraph during the 12- month period preceding the proposed trade date (or, if shorter, the period from the first day after the end of the Ramp-up Period to the proposed trade date) is not greater than 25% of the Collateral Principal Amount as of the beginning of such period;

(g) The Portfolio Manager shall use its commercially reasonable efforts to effect the sale (regardless of price) of any Collateral Obligation that (i) no longer meets the criteria described in clause (viii) of the definition of “Collateral Obligation,” within 18 months of the failure of such Collateral Obligation to meet any such criteria (unless (x) the Moody’s Rating Condition is satisfied and (y) notice has been provided to S&P of the failure of such Collateral Obligation to meet such criteria) or (ii) no longer meets the criteria described in clause (vi) or (vii) of the definition of “Collateral Obligation” within 45 days of the failure of such Collateral Obligation to meet either such criteria. Notwithstanding the other requirements set forth in the Indenture, so long as any Secured Notes are outstanding on the Stated Maturity of the Notes, the Portfolio Manager shall use its commercially reasonable efforts to effect the sale of all remaining Collateral Obligations, Eligible Investments and Equity Securities (including Equity Securities held by any ETB Subsidiary) upon the Stated Maturity of such Notes; or

(h) If either the Issuer or the Portfolio Manager has actual knowledge that the account in which the funded amount in respect of a Pre-funded Letter of Credit owned by the Issuer is held has ceased to be a Pre- funded Letter of Credit Eligible Account, the Issuer (or the Portfolio Manager on its behalf) may sell such Pre-funded Letter of Credit within 60 days of the date on which the Issuer or the Portfolio Manager obtained actual knowledge that such account ceased to be a Pre-funded Letter of Credit Eligible Account.

Investment Criteria. On any date during the Reinvestment Period (and after the Reinvestment Period, as so permitted by the Indenture), pursuant to and subject to the other requirements of the Indenture the Portfolio Manager may, but will not be required to, direct the Trustee to invest Principal Proceeds (together with accrued interest received with respect to any Collateral Obligation to the extent used to pay for accrued interest on additional Collateral Obligations) in additional Collateral Obligations. Such proceeds may be used to acquire additional Collateral Obligations subject to the requirement that each of the following conditions are satisfied as of the date the Portfolio Manager commits on behalf of the Issuer to make such purchase, in each case (subject to any Trading Plan restrictions) after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to; provided, that the conditions set forth in clauses (c) through (e) below need only be satisfied with respect to purchases of Collateral Obligations occurring after the end of the Ramp-up Period (the “Investment Criteria”):

(a) such obligation is a Collateral Obligation;

(b) such obligation is not as of such date a Credit Risk Obligation as determined by the Portfolio Manager;

(c) (A) each Coverage Test will be satisfied, or if not satisfied such Coverage Test will be maintained or improved and (B) if each Coverage Test is not satisfied, the proceeds of any sale of a Defaulted Obligation will not be reinvested in additional Collateral Obligations;

(d) (A) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (1) the Aggregate Principal Balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale, (2) the Aggregate Principal Balance of the Collateral Obligations when such Credit Risk Obligation or Defaulted Obligation was sold will be maintained or increased following the purchase of such additional Collateral Obligation, or (3) the Effective Date Overcollateralization Test is satisfied and (B) in the case of any other purchase of additional Collateral Obligations, either (1) the Aggregate Principal Balance of the Collateral Obligations when such Collateral Obligations were sold will be maintained or increased after giving effect to the purchase of such additional Collateral Obligations, or (2) the Effective Date Overcollateralization Test is satisfied; and

(e) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Test will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such reinvestment, such requirement or test will be maintained or improved after giving effect to the reinvestment.

Following the sale of any Credit Improved Obligation or any discretionary sale of a Collateral Obligation, in each case, during the Reinvestment Period, the Portfolio Manager shall use its reasonable efforts to purchase additional Collateral Obligations within 20 Business Days after such sale.

Investment after the Reinvestment Period. After the Reinvestment Period, Principal Proceeds may only be invested in the limited circumstances described below. After the Reinvestment Period, the Portfolio Manager may invest the Sale Proceeds of any Credit Risk Obligation and any unscheduled principal payments (whether by tender, redemption, exchange or pre-payment) with respect to any Collateral Obligations (any such Collateral Obligations, “Prepaid Collateral Obligations” and, together with Credit Risk Obligations, the “Reinvestable Obligations”) in additional Collateral Obligations (each, a “Substitute Obligation”); provided, that:

(i) the Investment Criteria are satisfied;

(ii) the aggregate outstanding Principal Balance of the Substitute Obligation equals or exceeds (A) the Principal Balance of the associated Reinvestable Obligation (if such Reinvestable Obligation is a Prepaid Collateral Obligation) (or the portion of such Principal Balance represented by the unscheduled principal payment with respect thereto) or (B) the Sale Proceeds of the associated Reinvestable Obligation (if such Reinvestable Obligation is a Credit Risk Obligation);

(iii) the Weighted Average Life Test either (x) was satisfied as of the last day of the Reinvestment Period or (y) will be satisfied after giving effect to the investment in Substitute Obligations;

(iv) the stated maturity of the Substitute Obligation is the same as or earlier than the stated maturity of the Reinvestable Obligation;

(v) the Maximum Moody’s Rating Factor Test and the Concentration Limitations applicable to Caa Collateral Obligations and CCC Collateral Obligations are each satisfied after giving effect to the investment in the Substitute Obligations;

(vi) the Class F Overcollateralization Ratio Test is satisfied after giving effect to the investment in the Substitute Obligations;

(vii) a Restricted Trading Period is not then in effect; and

(viii) either (x) the Class Scenario Default Rate with respect to each Class of Secured Notes then rated by S&P is maintained or improved after giving effect to the reinvestment or (y) the S&P Rating of each Substitute Obligation is equal to or better than the S&P Rating of the applicable Reinvestable Obligation.

The Collection Account and Payment Account

All distributions on the Pledged Obligations and any proceeds received from the disposition of any Pledged Obligations will be remitted to a single, segregated trust account held in the name of the Issuer (the “Collection Account”) and subject to the lien of the Trustee for the benefit of the Secured Parties, and will be available, together with reinvestment earnings thereon, for application to the payment of the amounts set forth under “Overview— Priority of Payments” and for the acquisition of additional Collateral Obligations under the circumstances and pursuant to the requirements described herein and in the Indenture. Two segregated subaccounts will be recorded within the Collection Account, one of which will be designated the “Interest Collection Subaccount” (the “Interest Collection Subaccount”) and one of which will be designated the “Principal Collection Subaccount” (the “Principal Collection Subaccount”). All Interest Proceeds received by the Trustee after the Closing Date (except for income earned on amounts deposited in the Ramp-up Account and certain subaccounts of the Revolver Funding Account) will be deposited in the Interest Collection Subaccount. All other amounts remitted to the Collection Account will be deposited in the Principal Collection Subaccount.

Amounts received in the Collection Account during a Collection Period may be invested at the direction of the Portfolio Manager in Eligible Investments with stated maturities no later than the Business Day prior to the Payment Date next succeeding the acquisition of such securities or instruments. All proceeds from the Eligible Investments will be retained in the Collection Account unless used to purchase additional Collateral Obligations in accordance with the Investment Criteria, or used as otherwise permitted under the Indenture. See “—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria,” and “Overview—Priority of Payments.”

On the Business Day preceding each Payment Date, the Trustee will deposit into a segregated trust account held in the name of the Issuer (the “Payment Account”) and subject to the lien of the Trustee for the benefit of the Secured Parties all funds in the Collection Account (other than amounts that the Issuer is entitled to reinvest in accordance with the Investment Criteria described herein, which may be retained in the Collection Account for subsequent reinvestment) required for payments to holders of the Secured Notes and distributions on the Subordinated Notes and payments of fees and expenses in accordance with the priorities described under “Overview—Priority of Payments.”

The Ramp-up Account

The net proceeds of the issuance of the Offered Securities remaining after payment of fees and expenses (including the deposit made into the Expense Reserve Account and the Interest Reserve Account on the Closing Date) will be deposited on the Closing Date into a segregated trust account held in the name of the Issuer (the “Ramp-up Account”) and subject to the lien of the Trustee for the benefit of the Secured Parties. Of such net proceeds of the issuance of the Offered Securities which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (the “Closing Date Payment”), approximately $287 million will be deposited in the Ramp-up Account on the Closing Date. On behalf of the Issuer, the Portfolio Manager will direct the Trustee to, from time to time during the Ramp-up Period, purchase additional Collateral Obligations and invest in Eligible Investments any amounts not used to purchase such additional Collateral Obligations. In connection with any purchase of an additional Collateral Obligation, the Trustee will apply amounts held in the Ramp-up Account to pay for such Collateral Obligation. On the first Determination Date after the end of the Ramp-up Period or upon the occurrence of an Event of Default (and excluding any proceeds that will be used to settle binding commitments entered into prior to that date), any remaining amounts in the Ramp-up Account will be deposited into the Collection Account as Principal Proceeds; provided, however, that, on any Business Day after the end of the Ramp-up Period to and including the first Determination Date after the end of the Ramp-up Period, the Portfolio Manager may designate up to $3,000,000, in the aggregate, as Interest Proceeds (but only if no Event of Default has occurred and is continuing and the Effective Date Overcollateralization Test would be satisfied after such designation) and, upon the Portfolio Manager’s direction, such designated amount will be withdrawn from the Ramp-up Account and deposited into the Interest Collection Subaccount. Any income earned on amounts deposited in the Ramp-up Account will be deposited in the Ramp-up Account as it is paid.

The Custodial Account

The Issuer will, on or prior to the Closing Date, establish a segregated trust account in the name of the Issuer and subject to the lien of the Trustee for the benefit of the Secured Parties which will be designated as the “Custodial

Account.” All Pledged Obligations will be credited to the Custodial Account. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of the Indenture. The Trustee agrees to give the Co-Issuers, with a copy to the Portfolio Manager, immediate notice if (to the Trustee’s actual knowledge) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Co-Issuers shall not have any legal, equitable or beneficial interest in the Custodial Account other than in accordance with the Indenture and the Priority of Payments.

The Revolver Funding Account

Upon the purchase of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation, funds may be withdrawn first from the Ramp-up Account and then from the Collection Account and deposited in a single, segregated trust account established in the name of the Issuer (the “Revolver Funding Account”) and subject to the lien of the Trustee for the benefit of the Secured Parties. Upon initial purchase, funds deposited in the Revolver Funding Account in respect of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation will be treated as part of the purchase price therefor. Amounts in each subaccount of the Revolver Funding Account may be invested in overnight funds that are Eligible Investments and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Proceeds.

With respect to any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation, upon the purchase of any such Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation, funds will be deposited in the Revolver Funding Account such that the sum of the amount of funds on deposit in such account shall be equal to the sum of the unfunded funding obligations under all such Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations then included in the Assets. If the Issuer receives proceeds with respect to any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation that have any remaining unfunded obligations, the Issuer shall deposit all such proceeds into the Revolver Funding Account in an amount, together with amounts already on deposit therein, up to such unfunded obligations.

Any funds in the Revolver Funding Account (other than earnings from Eligible Investments therein) will be available solely to cover any drawdowns on the Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations; provided, that any excess of (A) the amounts on deposit in the Revolver Funding Account over (B) the sum of the unfunded funding obligations under all Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations that are included in the Assets shall be transferred by the Trustee (at the direction of the Portfolio Manager) from time to time as Principal Proceeds to the Principal Collection Subaccount.

Upon (a) the sale or maturity of a Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation or (b) the occurrence of an event of default with respect to any such Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation or any other event or circumstance which results in the irrevocable reduction or termination of the undrawn commitments under such Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation, any excess of (A) the amounts on deposit in the Revolver Funding Account over (B) the sum of the remaining unfunded amounts of all Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations that are included in the Assets will be transferred by the Trustee (at the direction of the Portfolio Manager) as Principal Proceeds to the Principal Collection Subaccount.

The Hedge Accounts

If and to the extent that any Hedge Agreement requires the Hedge Counterparty thereunder to secure its obligations to the Issuer with respect to such Hedge Agreement, the Issuer will be required to establish a segregated, non-interest bearing account (each such account, a “Hedge Account”). The Trustee (as directed by the Portfolio Manager on behalf of the Issuer) will be required to deposit into each Hedge Account all amounts or collateral which are required to secure the obligations of the Hedge Counterparty in accordance with the terms of the related Hedge Agreement. Amounts or collateral in any Hedge Account will be released to the Issuer or the related Hedge Counterparty only in accordance with the Indenture, the applicable Hedge Agreement and applicable law.

As directed by the Portfolio Manager in writing and in accordance with the applicable Hedge Agreement, amounts on deposit in a Hedge Account may be invested in Eligible Investments. Income received on amounts or collateral on deposit in each Hedge Account will be applied, as directed by the Portfolio Manager, to the payment of any periodic amounts owed by such Hedge Counterparty to the Issuer on the date any such amounts are due. After

application of any such amounts, any income then contained in such Hedge Account shall be withdrawn from such account and paid to the related Hedge Counterparty in accordance with the applicable Hedge Agreement as directed by the Portfolio Manager on behalf of the Issuer.

Upon the occurrence of any “event of default” or “termination event” (each as defined in the applicable Hedge Agreement) under the related Hedge Agreement, amounts contained in the related Hedge Account will, as directed by the Portfolio Manager in writing, be withdrawn by the Trustee and applied toward the payment of any amounts payable by the related Hedge Counterparty to the Issuer in accordance with the terms of such Hedge Agreement. Any excess amounts held in a Hedge Account after payment of all amounts owing from the related Hedge Counterparty to the Issuer will be withdrawn from such Hedge Account and paid to the related Hedge Counterparty in accordance with the applicable Hedge Agreement, as directed by the Portfolio Manager on behalf of the Issuer.

The Expense Reserve Account

The Trustee will, on or prior to the Closing Date, establish a segregated trust account held in the name of the Issuer which will be designated as the “Expense Reserve Account” and will be subject to the lien of the Trustee for the benefit of the Secured Parties. Approximately $1.3 million will be deposited in the Expense Reserve Account as Interest Proceeds on the Closing Date for the payment of certain expenses of the Issuer incurred in connection with the issuance of the Offered Securities and the purchase of the initial portfolio of Collateral Obligations prior to the fourth Payment Date. On any Business Day from the Closing Date to and including the Determination Date relating to the fourth Payment Date, the Trustee will apply funds from the Expense Reserve Account, as directed by the Portfolio Manager, (x) to pay expenses of the Co-Issuers incurred in connection with the establishment of the Co-Issuers, the structuring and consummation of the Offering, the issuance of the Offered Securities or the acquisition of the initial portfolio of Collateral Obligations prior to the fourth Payment Date or (y) to the Collection Account as Principal Proceeds or Interest Proceeds (as directed by the Portfolio Manager in its discretion). By the Determination Date relating to the fourth Payment Date following the Closing Date, all funds in the Expense Reserve Account (after deducting any expenses paid on such Determination Date) will be deposited in the Collection Account as Interest Proceeds and/or Principal Proceeds (in the respective amounts directed by the Portfolio Manager in its discretion) and the Expense Reserve Account will be closed. Amounts in the Expense Reserve Account may be invested at the direction of the Portfolio Manager in Eligible Investments and any income earned on amounts deposited in the Expense Reserve Account will be deposited in the Interest Collection Subaccount as Interest Proceeds as it is paid.

The Non-Quarterly Pay Account

The Trustee will, on or prior to the Closing Date, establish a segregated trust account held in the name of the Issuer which will be designated as the “Non-Quarterly Pay Account” and will be subject to the lien of the Trustee for the benefit of the Secured Parties.

Interest Proceeds received by the Issuer after the conclusion of the first Collection Period with respect to Collateral Obligations that pay interest less frequently than quarterly (“Non-Quarterly Assets”) will be allocated as follows: (i) 50% of such interest will be deposited into the Interest Collection Subaccount and treated as Interest Proceeds in the Collection Period during which it is received and (ii) the remaining 50% will be deposited in the Non-Quarterly Pay Account and will be released to the Interest Collection Subaccount and treated as Interest Proceeds in the next Collection Period.

Notwithstanding the foregoing, on the Determination Date related to the Payment Date on which the Secured Notes are paid in full, any funds remaining on deposit in the Non-Quarterly Pay Account will be transferred to the Interest Collection Subaccount as Interest Proceeds, and the Non-Quarterly Pay Account will be closed.

Amounts in the Non-Quarterly Pay Account may be invested at the direction of the Portfolio Manager in Eligible Investments and any income earned on amounts deposited in the Non-Quarterly Pay Account will be deposited in the Interest Collection Subaccount as Interest Proceeds as it is paid.

Interest Reserve Account

The Trustee will, on or prior to the Closing Date, establish a segregated trust account held in the name of the Issuer which will be designated as the “Interest Reserve Account” and will be subject to the lien of the Trustee for the benefit of the Secured Parties.

The Issuer will direct the Trustee to deposit $2,000,000 in the Interest Reserve Account on the Closing Date. On any Business Day from the Closing Date to and including the Determination Date relating to the fourth Payment Date, the Trustee will transfer funds from the Interest Reserve Account, as directed by the Portfolio Manager, to the Interest Collection Subaccount as Interest Proceeds or the Principal Collection Subaccount as Principal Proceeds (in the Portfolio Manager’s discretion). By the Determination Date relating to the fourth Payment Date following the Closing Date, all funds in the Interest Reserve Account (after deducting any transfer made on such Determination Date) will be deposited in the Collection Account as Interest Proceeds and/or Principal Proceeds (in the respective amounts directed by the Portfolio Manager in its discretion) and the Interest Reserve Account will be closed. Amounts in the Interest Reserve Account may be invested at the direction of the Portfolio Manager in Eligible Investments and any income earned on amounts deposited in the Interest Reserve Account will be deposited in the Interest Collection Subaccount as Interest Proceeds as it is paid.

Hedge Agreements

The Issuer is permitted to enter into one or more interest rate swap, cap and/or similar agreements (each, a “Hedge Agreement”). Each Hedge Agreement will be documented as one or more confirmations under a master swap agreement in the form published by the International Swaps and Derivatives Association, Inc. Each Hedge Agreement will be governed by New York law (or, at the option of the Issuer, English law).

The Issuer will not enter into any Hedge Agreement on the Closing Date. Any Hedge Agreement shall be required to (x) satisfy the Global Rating Agency Condition, (y) contain appropriate limited recourse and non-petition provisions equivalent to those contained in the Indenture with respect to the Notes and (z) provide that any amounts payable to the related Hedge Counterparty thereunder will be subject to the Priority of Payments (including, without limitation, the Acceleration Priority of Payments). Prior to execution of a Hedge Agreement, the Issuer must have received written advice of counsel that either (i) the Issuer’s entering into such Hedge Agreement will not cause it to be considered a “commodity pool” as defined in Section 1a(10) of the Commodity Exchange Act, as amended or (ii) if the Issuer would be a commodity pool, (A) that the Portfolio Manager, and no other party, would be the “commodity pool operator” and “commodity trading advisor” and (B) the Portfolio Manager is either registered as a commodity pool operator or eligible for an exemption from registration as a commodity pool operator and commodity trading advisor and all conditions precedent to obtaining such an exemption have been satisfied.

Under the terms of the Hedge Agreements, upon the failure of the related Hedge Counterparty to have the minimum debt or counterparty ratings specified in the related Hedge Agreement, such Hedge Counterparty (at its own expense) will be required, within the lesser of the minimum time periods specified in such Hedge Agreement, to take one or more of certain required actions, which are expected to include transferring all of its rights and obligations to a replacement Hedge Counterparty that has, or obtaining a guarantor that has, the minimum debt or counterparty rating specified in such Hedge Agreement and/or posting collateral to the Issuer in an amount specified in such Hedge Agreement, in each case as set forth in such Hedge Agreement.

The Indenture requires that if at any time any Hedge Agreement becomes subject to early termination due to the occurrence of an event of default or a termination event, the Issuer (or the Portfolio Manager on its behalf) and the Trustee (if an Event of Default has occurred) shall notify the Rating Agencies and take such actions (following the expiration of any applicable grace period) to enforce the rights of the Issuer and the Trustee under such Hedge Agreement as may be permitted by the terms of such Hedge Agreement and consistent with the terms hereof, and may apply the proceeds of any such actions (including, without limitation, the proceeds of the liquidation of any collateral pledged by the Hedge Counterparty thereunder) to enter into a replacement Hedge Agreement on such terms as satisfy the Global Rating Agency Condition (unless such early termination is due to an additional termination event caused by an Optional Redemption). No Hedge Agreement entered into by the Issuer may include an additional termination event resulting from an Optional Redemption unless such additional termination event is not effective until the notice of such Optional Redemption given by the Co-Issuers has become irrevocable. Any costs attributable to entering into a replacement Hedge Agreement which exceed the sum of the proceeds of the liquidation of any such Hedge Agreement shall be borne solely by the Hedge Counterparty; provided, that such liquidation is not the result of a Priority Hedge Termination Event.

The Trustee will agree to any reduction in the notional amount of any Hedge Agreement proposed by the related Hedge Counterparty and agreed to by the Portfolio Manager, or any termination, replacement and/or other modification of any such Hedge Agreement or any additional Hedge Agreement proposed by the Portfolio Manager; provided, that the Global Rating Agency Condition shall have been satisfied.

USE OF PROCEEDS

General

The proceeds from the issuance of the Offered Securities will be used to pay the Placement Agents amounts owed pursuant to the Placement Agency Agreement, to acquire Collateral Obligations on the Closing Date and to make deposits into the Ramp-up Account, the Expense Reserve Account and the Interest Reserve Account. The net proceeds from the issuance of the Offered Securities, after payment of applicable fees and expenses in connection with the structuring and placement of the Offered Securities (including, without duplication, by making a deposit into the Expense Reserve Account of funds to be used to pay such fees and expenses) are expected to be approximately $289 million.

Ramp-up Period

The Collateral Obligations to be acquired after the Closing Date, together with the Collateral Obligations purchased on or before the Closing Date, must satisfy, as of the end of the Ramp-up Period, the Target Initial Par Condition, the Concentration Limitations, the Collateral Quality Test (other than the S&P CDO Monitor Test), the Effective Date Overcollateralization Test and each Overcollateralization Ratio Test. If sufficient Collateral Obligations that satisfy the foregoing tests are purchased by the end of the Ramp-up Period, any excess funds reserved for that purpose will be available for investment in additional Collateral Obligations during the Reinvestment Period.

Within 15 Business Days after October 15, 2013 (the “Interim Report Date”), the Issuer (or the Portfolio Manager on its behalf) shall obtain and deliver to the Trustee and each Rating Agency a report, determined as of the Interim Report Date, calculating the tests included in the Interim Targets. If, as of the Interim Report Date, any Interim Target is not satisfied, the Portfolio Manager will, until such time as each such Interim Target will be satisfied, provide to each Rating Agency a plan as to how the Issuer will satisfy the Interim Targets.

Within 30 Business Days after the end of the Ramp-up Period (but, in any event, prior to the Determination Date relating to the first Payment Date after the end of the Ramp-up Period), (i) the Issuer will cause the Collateral Administrator to compile and provide to each Rating Agency a report (the “Effective Date Report”) determined as of the end of the Ramp-up Period, containing (A) the information required in the monthly report under the Indenture and (B) a calculation with respect to whether the Target Initial Par Condition is satisfied and (ii) the Issuer shall provide to the Collateral Administrator an accountants' report or other certification required under the Indenture and described in the next sentence. If (x) the Issuer provides such accountants’ report or other certificate to the Collateral Administrator with the results of the Moody's Specified Tested Items, and the Collateral Administrator compares such results and based upon such comparison determines that such results are consistent with the results of the Overcollateralization Ratio Test for each applicable Class of Securities, the Collateral Quality Test (other than the S&P CDO Monitor Test), the Target Initial Par Condition, the Effective Date Overcollateralization Test and the Concentration Limitations (collectively, the “Moody’s Specified Tested Items”) set forth in the Effective Date Report (for the avoidance of doubt, results that each indicate compliance with the Moody’s Specified Tested Items will be considered consistent, even if the calculations are not identical), and (y) the Issuer causes the Collateral Administrator to provide to Moody's the Effective Date Report and the Effective Date Report confirms satisfaction of the Moody's Specified Tested Items, then a written confirmation from Moody's of its initial rating of the Class A Notes shall be deemed to have been provided.

If an Effective Date Ratings Confirmation Failure occurs and continues to exist on any Payment Date after the end of the Ramp-up Period, the Portfolio Manager will be required to use certain Interest Proceeds, in accordance with the priorities set forth in “Overview—Priority of Payments—Application of Interest Proceeds”, to either (x) make payments of principal of the Secured Notes in accordance with the Note Payment Sequence or (y) purchase Collateral Obligations, in each case, in the amount necessary so that each Rating Agency will be able to confirm its initial rating on the Secured Notes or the Secured Notes are paid in full, as applicable.

THE PORTFOLIO MANAGER

The information appearing in this section has been prepared by MP Senior Credit Partners L.P., and has not been independently verified by the Placement Agents. Accordingly, notwithstanding anything to the contrary herein, none of the Placement Agents, the Issuer or the Co-Issuer assumes any responsibility for the accuracy, completeness or applicability of such information. The Issuer has accurately reproduced such information and, as far as the Issuer is aware and is able to ascertain from information published by MP Senior Credit Partners L.P., no facts have been omitted which would render this information inaccurate or misleading, in each case, as of the Offering Date.

General

MP Senior Credit Partners L.P., a Delaware limited partnership organized in January 2012, will act as Portfolio Manager. The Portfolio Manager is a private investment firm formed by UrsaMine Credit Advisors LLC (“UrsaMine”) and MatlinPatterson Asset Management L.P. (“MPAM”) to provide collateral asset management services to institutional clients and specializing on investment opportunities in the below investment grade commercial bank loan market.

UrsaMine is registered as an investment adviser with the SEC. The Portfolio Manager is registered with the SEC through being listed as a relying adviser of UrsaMine. The Portfolio Manager conducts its operations in accordance with the policies and procedures of UrsaMine, and its employees are subject to UrsaMine’s supervision and control for regulatory purposes. Messrs. Justin Driscoll and Niall Rosenzweig, the senior investment professionals, officers and members of the board of Managing Principals of the Portfolio Manager, are also the founders of UrsaMine which is the successor to Bear Stearns Asset Management’s high yield bank loan group following its spin-off in 2008. UrsaMine acts as a collateral asset manager for several legacy CLOs with approximately $650 million of assets under management. Additional information about UrsaMine and the Portfolio Manager is available in Part 2A of UrsaMine’s Form ADV. A copy of UrsaMine’s most recent Part 2A of its Form ADV has been delivered to the Issuer and is publicly available through the SEC.

The Portfolio Manager is affiliated with MPAM, an affiliate of MatlinPatterson Global Advisers LLC (“MPGA”), a New York-headquartered investment management firm founded by Messrs David J. Matlin and Mark R. Patterson in 2002 that invests globally in financially and operationally distressed companies and assets using both control and non-control strategies. The Portfolio Manager, together with MPAM affiliates and MPGA, has approximately $5.7 billion as of December 31, 2012 of assets and available commitments under management. MPGA is also registered as an investment adviser with the SEC. UrsaMine’s Code of Ethics includes policies and procedures applicable to the access persons of the Portfolio Manager as well as certain “Chinese Wall” provisions in regards to investment activities of the Portfolio Manager applicable to the Portfolio Manager’s access persons on the one hand and the related persons of MPAM on the other.

The Portfolio Manager’s address is 535 Madison Avenue, 33rd Floor, New York, New York, 10022

Below is information regarding certain persons who are currently associated with the Portfolio Manager and are involved in its day-to-day operations, although such persons may not necessarily be so associated during the entire term of the Portfolio Management Agreement.

Justin L. Driscoll, Chief Executive Officer, Chief Investment Officer, Portfolio Manager and Member of the Board of Managing Principals. Mr. Driscoll is responsible for the overall portfolio management activities of the Portfolio Manager. He has been involved in the syndicated loan market for over 26 years. Prior to joining the Portfolio Manager, Mr. Driscoll formed UrsaMine in 2008 as a spin-out of the legacy bank loan management business of Bear Stearns Asset Management (“BSAM”) where Mr. Driscoll was a Senior Managing Director and Senior Portfolio Manager. Starting in June 2000, Mr. Driscoll grew BSAM’s loan assets to over $1.5 billion across CLOs, institutional separate accounts and commingled funds. Previously, Mr. Driscoll was a Senior Vice President at the Trust Company of the West (“TCW”). At TCW, Mr. Driscoll increased assets under management from approximately $300 million in 1993 to approximately $3.5 billion in 2000. In addition to actively managing portfolios at TCW, he was also involved in structuring, negotiating and marketing the investment funds. From 1988 through 1993, Mr. Driscoll was a Vice President in the Acquisition Finance Division of Chemical Bank and its predecessor company, Manufacturers Hanover Trust. In that capacity, he was responsible for structuring and

syndicating leveraged acquisitions, as well as managing a portfolio of senior secured loans in a variety of industries. From 1985 to 1986, Mr. Driscoll was an analyst at Oxford Partners, a private venture capital partnership. Mr. Driscoll received an MBA from Columbia Business School and a BA from the University of Notre Dame.

Niall D. Rosenzweig, President, Portfolio Manager and Member of the Board of Managing Principals. Mr. Rosenzweig is responsible for the daily portfolio management activities of the Portfolio Manager, including supervision of the senior credit analyst team and evaluation of senior credit opportunities within select industries. Mr. Rosenzweig was a co-founder of UrsaMine. Prior to the UrsaMine spin-out, Mr. Rosenzweig was a Managing Director/Principal, Senior Credit Analyst and Portfolio Manager for the Bank Loans strategy at BSAM beginning in October 2000. Prior to BSAM, Mr. Rosenzweig was a Senior Credit Analyst at Shenkman Capital Management from 1995 to 2000. In this role, he specialized in analyzing leveraged transactions and assisted the firm’s Chief Investment Officer and portfolio management teams manage leveraged loan assets across unleveraged accounts and in leveraged swap structures. From 1992 to 1995, Mr. Rosenzweig was a Fixed Income Derivative Consultant for Panache Resources, where he analyzed fixed income derivative portfolio and created risk management and accounting methodology for consulting clients. Mr. Rosenzweig received a BS in Business Management from Ithaca College and an MBA in Finance from Syracuse University.

Michael Nervi, Senior Vice-President, Credit Team and Marketing Analytics. Mr. Nervi is responsible for the evaluation of senior credit opportunities within select industries for the Portfolio Manager, and is also responsible for certain marketing and investor relations activities related to the senior credit business. Mr. Nervi has been with UrsaMine since its establishment. Prior to the UrsaMine spin-out, Mr. Nervi was an Associate Director within BSAM’s high yield bank loan team holding similar responsibilities. Prior to joining the bank loan team, Mr. Nervi was the institutional fixed income group product manager supporting strategies including high yield loans, high yield bonds, core/core plus and various investment grade strategies. Prior to joining BSAM in 1997, Mr. Nervi was an Associate in the client service group of Miller Anderson & Sherrerd, a subsidiary Morgan Stanley Asset Management, focusing on institutional relationships. From 1995 to 1997, he was an Associate with Morgan Stanley Trust Company responsible for client portfolio valuations and reporting. From 1993 to 1995, he was employed by Alliance Capital Management, LLP as a Reporting Analyst responsible for mutual fund SEC and shareholder reports. Mr. Nervi earned his BS in Accounting from Villanova University.

Jane Lawrence, CFA, Vice-President, Credit Team. Ms. Lawrence is responsible for the evaluation of senior credit opportunities within select industries. Ms. Lawrence has been with UrsaMine since its establishment. Prior to the UrsaMine spin-out, and beginning in 2007, Ms. Lawrence was a credit analyst at BSAM dedicated to the bank loan strategy team. Prior to joining BSAM, Ms. Lawrence was a Loan Associate at LaSalle Bank, in the Commercial Banking department from 2005 to 2007, responsible for credit analysis and quarterly/annual reviews of companies in various industries with sizes ranging between approximately $100 million to $5 billion in revenue. She received a BS in Marketing from Rutgers, the State University of New Jersey and is a CFA Charterholder.

Jay Garrett, Vice President, Credit Team. Mr. Garrett is responsible for the evaluation of senior credit opportunities within select industries. Mr. Garrett was previously an Investment Professional at Ahab Capital Management, Inc. where he focused on event-driven corporate securities across the capital structure. Investments ranged from corporate loans to equities while encompassing a wide range of industries, namely industrials, media, oilfield services, chemicals, retail, and gaming. In addition, Mr. Garrett participated in Ahab’s role in the following restructuring committees: Chair of Unsecured Creditors Committee for Idearc Inc., Chair of Equity Committee for Tronox Inc., and Steering Committee for Stallion Oilfield Services. Mr. Garrett was previously a Vice President at Bear, Stearns & Co. focusing on corporate credit investments within the firm’s Asset Management division. Prior to Bear, Stearns & Co., Jay was a Credit Analyst at Tiber Asset Management. Mr. Garrett graduated from Wofford College in 2003 earning a Bachelor of Arts degree with a major in Finance.

Anthony Stark, Vice President, Portfolio Administration/Operations. Mr. Stark is responsible for portfolio administration and operations of the Portfolio Manager’s investment products. Mr. Stark has been with UrsaMine since its establishment. Prior to the UrsaMine spin-out, Mr. Stark worked at BSAM starting in 1996, most recently dedicated to the bank loan strategy administration and operations (2000 to 2008). Mr. Stark was also responsible for exposure analysis and trade execution in emerging market fixed income portfolios. Prior to joining BSAM, Mr. Stark worked for Republic New York Securities Corp., at which he was a portfolio administrator and operations

specialist. Mr. Stark received his BA in Economics from Tulane University and his MBA in Banking and Finance from Pace University.

THE PORTFOLIO MANAGEMENT AGREEMENT

MP Senior Credit Partners L.P. will perform certain investment management and administrative functions with respect to the Assets as portfolio manager (in such capacity, the “Portfolio Manager”) pursuant to a Portfolio Management Agreement to be entered into between the Issuer and the Portfolio Manager (the “Portfolio Management Agreement”). The Portfolio Manager will supervise and direct the acquisition of, disposition of, investment in and reinvestment of proceeds of the Collateral Obligations, Eligible Investments, Equity Securities, and other Assets permitted to be acquired or sold under, and subject to the Indenture (including (x) any proceeds received by way of offers, workouts and restructurings of assets owned by the Issuer, and (y) any assets held by any ETB Subsidiary) and will perform on behalf of the Issuer such other duties that have been specifically delegated to the Portfolio Manager under the terms of the Portfolio Management Agreement and the applicable provisions of the Indenture.

As compensation for the performance of its obligations as Portfolio Manager, the Portfolio Manager will be entitled to receive the following fees, which will accrue with respect to each Collection Period to the Portfolio Manager in arrears on the Payment Date for such Collection Period or, in the case of clause (iii)(B) below, on the date fixed by the Trustee pursuant to the Indenture: (i) a “Senior Management Fee” in the amount of 0.15% per annum (calculated on the basis of a 360-day year and the actual number of days elapsed in the related Collection Period) of the Fee Basis Amount as of the first day of the related Collection Period, (ii) a “Subordinated Management Fee” in the amount of 0.25% per annum (calculated on the basis of a 360-day year and the actual number of days elapsed in the related Collection Period) of the Fee Basis Amount as of the first day of the related Collection Period and (iii) subject to satisfaction of the Incentive Management Fee Threshold, an “Incentive Management Fee” equal to: (A)(1) 20% of the remaining Interest Proceeds, if any, available for payment pursuant to clause (AA) of “Overview—Priority of Payments—Application of Interest Proceeds”, (2) 20% of the remaining Principal Proceeds, if any, available for payment pursuant to clause (O) of “Overview—Priority of Payments—Application of Principal Proceeds” or (B) 20% of the remaining amounts, if any, available for payment pursuant to clause (S) of the “Overview—Priority of Payments—Acceleration Priority of Payments,” in each case, calculated and subject to the limitations described herein and are payable as described under “Overview—Priority of Payments.”

If there are insufficient funds to pay the Senior Management Fee in full on any Payment Date, the amount not so paid will be deferred and such amounts will be payable on such later Payment Date on which funds are available therefor as provided in the Priority of Payments without interest. The Subordinated Management Fee is payable on each Payment Date after the end of the Ramp-up Period in accordance with the Priority of Payments (but, for the avoidance of doubt, will accrue with respect to each Collection Period). If there are insufficient funds to pay the Subordinated Management Fee in full on any such Payment Date after the end of the Ramp-up Period, the amount not so paid will be payable, with interest, on such later Payment Date on which funds are available therefor as provided in the Priority of Payments. Any such deferred amount will accrue interest (beginning on the Payment Date on which there are insufficient funds to pay the Subordinated Management Fee in full) at LIBOR on the basis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period.

Upon the termination of the Portfolio Manager’s duties and obligations pursuant to the terms of the Portfolio Management Agreement (other than in connection with the resignation of the Portfolio Manager or termination of the Portfolio Manager for cause under clauses (i) or (v) of the definition of “cause” set forth below), the accrued and unpaid Senior Management Fee and Subordinated Management Fee payable to the Portfolio Manager will be prorated for any partial periods between the Payment Dates. In addition, on each Payment Date following the effective date of the termination of the Portfolio Manager’s duties and obligations pursuant to the terms of the Portfolio Management Agreement (other than in connection with the resignation of the Portfolio Manager or termination of the Portfolio Manager for cause under clauses (i) or (v) of the definition of “cause” set forth below), the Portfolio Manager will be paid a share of the Incentive Management Fee, if any, due and payable in accordance with the Priority of Payments on each such Payment Date equal to (i) the number of days from and including the Closing Date to and including the effective date of the termination of the Portfolio Manager’s duties and obligations pursuant to the terms of the Portfolio Management Agreement over (ii) the number of days from and including the Closing Date to and including the last day of the Collection Period immediately preceding such Payment Date.

The Portfolio Manager may not direct the Trustee to (i) purchase any assets or securities for inclusion in the Assets from the Portfolio Manager as principal, any affiliate of the Portfolio Manager or any account or portfolio for which

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the Portfolio Manager or any of its affiliates serves as investment adviser, or (ii) sell directly any Assets to the Portfolio Manager as principal, any affiliate of the Portfolio Manager or any account or portfolio for which the Portfolio Manager or any of its affiliates serves as investment adviser unless (x) such transactions will be consummated on terms prevailing in the market, (y) the terms thereof are substantially as advantageous to the Issuer as the terms the Portfolio Manager would obtain in a comparable arm’s length transaction with a non-affiliate and (z) to the extent required under Section 206(3) of the Investment Advisers Act of 1940, as amended, the Issuer has provided prior written consent with respect thereto.

Subject to the next succeeding paragraph, the Portfolio Manager may not assign its rights or obligations under the Portfolio Management Agreement, unless (w) a Majority of the Controlling Class has not objected in writing to such assignment within 15 Business Days of the delivery of written notice thereof, (x) the assignment is consented to in writing by the Issuer and a Majority of the Subordinated Notes, (y) the assignee is an Eligible Successor and (z) the Global Rating Agency Condition has been satisfied with respect to such assignment; provided, however, that the Portfolio Manager may assign all of its rights and responsibilities under the Portfolio Management Agreement to an affiliate without the consent of the Issuer, the Trustee or any holder of the Notes and without satisfaction of the Global Rating Agency Condition so long as (A) the assignment would not constitute an “assignment” under Section 205(a)(2) of the Investment Advisers Act of 1940, as amended, (B) the performance of the duties of the Portfolio Manager by the affiliate would not cause the Issuer to be subject to taxation in any jurisdiction where it would not otherwise be subject to tax, (C) immediately after the assignment, the principal personnel performing the duties required under the Portfolio Management Agreement are the same individuals who would have performed such duties had the assignment not occurred and (D) the Portfolio Manager gives 10 Business Days’ prior written notice to the Issuer and the Trustee that such assignment is to be made.

Subject to the foregoing assignment provisions, any corporation, partnership or limited liability company or other person into which the Portfolio Manager may be merged or converted or with which it may be consolidated, or any corporation, partnership, limited liability company or other person resulting from any merger, conversion or consolidation to which the Portfolio Manager shall be a party, or any corporation, partnership, limited liability company or other person succeeding to all or substantially all of the asset management business of the Portfolio Manager, will be the successor to the Portfolio Manager without any further action by the Portfolio Manager, the Issuer, the Trustee, the holders of Notes or any other person.

The Portfolio Manager may employ third parties (including affiliates) to perform any of its duties under the Portfolio Management Agreement; provided, however, that the Portfolio Manager will not be relieved of any of its duties under the Portfolio Management Agreement regardless of the performance of any services by third parties and the Portfolio Manager will be solely responsible for the fees and expenses payable to any such third party except to the extent such expenses are payable by the Issuer under the Portfolio Management Agreement (as described below); provided, further, that no third party (other than an affiliate of the Portfolio Manager) may be employed to render investment advice unless written notice of such employment has been provided to the Controlling Class and a Majority of the Controlling Class has not objected in writing to such employment within 15 Business Days of delivery of such notice.

The Portfolio Management Agreement may be amended by the Issuer and the Portfolio Manager for any reason following notice to each Rating Agency and the holders of each Class of Notes; provided that (x) any amendment to change the Senior Management Fee, the Subordinated Management Fee or the Incentive Management Fee or the provisions on resignation, termination, assignment, successor Portfolio Managers, or any rights of the holders of the Subordinated Notes, will be permitted only with the consent of a Majority of the Subordinated Notes, (y) any amendment to change the consent or objection rights of the Controlling Class under the Portfolio Management Agreement shall be permitted only with the consent of the percentage of the aggregate outstanding principal amount of the Controlling Class having such consent or objection rights pursuant to the applicable section of the Portfolio Management Agreement and (z) no amendment will be permitted if a Majority of any Class of Notes has, within 15 Business Days of delivery of notice of the proposed amendment, provided written notice to the Issuer and the Portfolio Manager that such holders will be materially adversely affected by such proposed amendment (which notice shall (i) set forth a reasonable basis on which such holder or holders are materially adversely affected thereby and (ii) provide evidence of such holder’s identity).

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Upon an Eligible Successor agreeing in writing to assume all of the Portfolio Manager's duties and obligations under the Portfolio Management Agreement, any amendment to the Senior Management Fee or Subordinated Management Fee made after the Closing Date and prior to the date of such written agreement shall no longer be given effect (except for purposes of calculating the accrued and unpaid Senior Management Fee and Subordinated Management Fee payable to the Portfolio Manager on a prorated basis for any partial periods between Payment Dates, as provided above) and the Senior Management Fee and Subordinated Management Fee payable to such Eligible Successor as Portfolio Manager shall be determined in accordance with the definitions of “Senior Management Fee” and “Subordinated Management Fee” as of the Closing Date.

The Portfolio Manager agrees, under the Portfolio Management Agreement, to perform its obligations with reasonable care and in good faith, using a degree of skill and attention no less than that which the Portfolio Manager or its affiliates exercise with respect to comparable assets that they manage for themselves and others, and in a manner consistent with practices and procedures followed by institutional managers of national standing relating to assets of the nature and character of the Assets. To the extent consistent with the foregoing, the Portfolio Manager may follow its customary standards, policies and procedures in performing its duties under the Portfolio Management Agreement, including those duties of the Issuer under the Indenture which the Portfolio Manager has agreed under the Portfolio Management Agreement to perform on the Issuer’s behalf.

Neither the Portfolio Manager, its affiliates, their respective shareholders, partners, members, managers, directors, officers, trustees, incorporators, employees, representatives and agents, nor any other person controlling the Portfolio Manager or any of its affiliates (collectively, the “Manager Related Parties”) will be liable to the Issuer, the Trustee, the holders of Notes or any other person for any losses, claims, charges, damages, judgments, assessments, costs, proceedings or other liabilities (collectively, “Liabilities”) incurred by any such person arising out of relating to, or in connection with the performance by the Portfolio Manager of its duties under the Portfolio Management Agreement and the terms of the Indenture applicable to it or the transactions contemplated thereby, except (A) by reason of acts or omissions constituting bad faith, willful misconduct or gross negligence in the performance, or reckless disregard, of the obligations of the Portfolio Manager under the Portfolio Management Agreement and under the terms of the Indenture applicable to it and materially affecting the duties and functions that have been delegated to it thereunder, or (B) with respect to the information set forth in the Final Offering Circular in the sections entitled “The Portfolio Manager”, “Risk Factors—Risks Relating to Certain Conflicts of Interest— Conflicts of Interest Involving the Portfolio Manager” and “Risk Factors—Risks Relating to the Portfolio Manager—Limited Prior Operating History; Past Performance Not Indicative of Future Results,” by reason of such information containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the Offering Date. The matters described in clauses (A) and (B) above are each referred to as a “Portfolio Manager Breach”. In no event will the Portfolio Manager be liable for any consequential (including loss of profit), indirect, special or punitive damages of any kind whatsoever regardless of whether such losses or damages are foreseeable and regardless of the form of action.

Pursuant to the Portfolio Management Agreement, the Issuer will indemnify and hold harmless the Portfolio Manager and the other Manager Related Parties from and against any and all Liabilities (and will reimburse each such person for all reasonable fees and expenses (including the reasonable fees and expenses of counsel) as such fees and expenses are incurred) caused by, arising out of, relating to or in connection with the issuance of the Notes, the Assets or business of the Issuer or the transactions contemplated by the Portfolio Management Agreement, the Final Offering Circular, the Indenture, the Collateral Administration Agreement or the other transaction documents, whether prior to, on or after the date of the Portfolio Management Agreement, including, without limitation, caused by, arising out of, relating to or in connection with (a) any acts or omissions made in the performance of the duties and obligations of the Portfolio Manager under the Portfolio Management Agreement, the Indenture, the Collateral Administration Agreement and the other transaction documents, (b) any information set forth in any preliminary offering circular for the Notes, the Final Offering Circular or any other marketing information or materials provided to any holders or prospective holders of any Notes containing any untrue statement of material fact or omitting to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (c) the enforcement, investigation, preparation, pursuit or defense of any claim, action, proceeding or investigation with respect to pending or threatened litigation in connection with the transactions contemplated by the Portfolio Management Agreement, the Indenture, the Collateral Administration Agreement and the other transaction documents; provided, however, that such person will not be indemnified for

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any Liabilities incurred as a result of, any Portfolio Manager Breach. Pursuant to the Portfolio Management Agreement, the Portfolio Manager will indemnify and hold harmless the Issuer and each of the directors, officers, stockholders, partners, members, agents and employees of the Issuer from and against any and all Liabilities (including reasonable attorneys’ fees) caused by, or arising out of any Portfolio Manager Breach.

The Portfolio Manager will be responsible for its ordinary overhead expenses (including, without limitation, rent, office expenses and employee salaries, wages and benefits) incurred in connection with the operation of its business. Except as provided in the immediately preceding sentence, and subject to the Issuer’s obligation to indemnify the Portfolio Manager and the other Manager Related Parties as set forth herein and in the Portfolio Management Agreement, the Issuer will reimburse the Portfolio Manager for all reasonable costs and expenses reasonably incurred by the Portfolio Manager in the course of performing its obligations under the Portfolio Management Agreement and the Indenture, including all costs and expenses of the following, in each case to the extent properly allocated to the provision of services under the Portfolio Management Agreement: (i) legal advisers, independent accountants, rating agencies, consultants, brokers, and other professionals retained by the Issuer or by the Portfolio Manager on behalf of the Issuer in connection with the services provided by the Portfolio Manager pursuant to the Portfolio Management Agreement and the Indenture, (ii) amounts payable to the Collateral Administrator pursuant to the Collateral Administration Agreement (other than indemnities payable as a result of bad faith, willful misconduct or gross negligence of the Portfolio Manager), (iii) any and all fees, expenses and other costs relating to the acquisition and disposition (whether or not consummated), management, maintenance, custody, monitoring, pricing and administration of the Assets, including, without limitation, the reasonable expenses incurred by or on behalf of the Portfolio Manager relating to any pricing and research data services retained by the Portfolio Manager, compliance services and software, accounting, programming and data entry services, any review, waiver or amendment with respect to underlying instruments and the reasonable travel and out-of-pocket expenses of the Portfolio Manager and its agents and the costs of setting up and maintaining computer programs to monitor the Assets, (iv) expenses incurred for general business operations of the Co-Issuers, including charges or expenses incurred by the Portfolio Manager in performing non-advisory services on behalf of the Co-Issuers (in each case, in connection with the transactions contemplated by the Indenture and the Portfolio Management Agreement), (v) any fees, expenses or other amounts payable to the Rating Agencies, (vi) all taxes, regulatory and governmental charges (not based on the income of the Portfolio Manager), and insurance premiums or insurance expenses, (vii) any expenses related to compliance with FATCA, Rule 17g-5 of the Exchange Act or other regulatory requirements, and (viii) as otherwise agreed upon by the Issuer and the Portfolio Manager. Such fees and expenses payable to the Portfolio Manager on any Payment Date will be Administrative Expenses and paid in accordance with the Priority of Payments.

Notwithstanding any other provision of the Portfolio Management Agreement to the contrary, the Portfolio Manager may resign at any time (i) upon 90 days’ (or such shorter notice as is acceptable to the Issuer) written notice to the Issuer and the Trustee (who will promptly forward such notice to the holders of Notes), and (ii) immediately upon written notice to the Issuer and the Trustee (who will promptly forward such notice to the holders of Notes) if, due to a material change in applicable law or regulations, it becomes unlawful (other than as a result of a breach by the Portfolio Manager of its obligations under the Portfolio Management Agreement) for the Portfolio Manager to perform its duties thereunder or under the Indenture. Notwithstanding any of the foregoing, no resignation or removal of the Portfolio Manager, for or without cause, will be effective until such time as the appointment of an Eligible Successor is effective in accordance with the terms of the Portfolio Management Agreement.

The Portfolio Manager may be removed for cause upon 10 days’ prior written notice by the Issuer to the Portfolio Manager and the Trustee (who will promptly forward such notice to the holders of Notes) at the direction of either:

(i) other than with respect to a Key Person Event, a Majority of the Subordinated Notes, disregarding any Notes held by the Portfolio Manager or any affiliate of the Portfolio Manager (such Notes, the “Portfolio Manager Notes”), or

(ii) a Supermajority of the Controlling Class, disregarding Portfolio Manager Notes (or, if the Controlling Class is comprised entirely of Portfolio Manager Notes, a Supermajority of the most senior Class of Notes that is not comprised entirely of Portfolio Manager Notes).

For purposes of the Portfolio Management Agreement, “cause” will mean:

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(i) the Portfolio Manager willfully violates or breaches any material provision of the Portfolio Management Agreement or the Indenture applicable to it (not including a willful breach that results from a good faith dispute regarding interpretation of provisions of the Portfolio Management Agreement, the Indenture, the Collateral Administration Agreement or any other transaction document unless such breach has had or could reasonably be expected to have a material adverse effect on the Assets, the Issuer, the Co-Issuer or the holders of any Class of Notes or on the amounts available on any Payment Date, Redemption Date or the Stated Maturity for payments and distributions to be made thereon);

(ii) the Portfolio Manager breaches any provision of the Portfolio Management Agreement or any terms of the Indenture applicable to it (except (x) as specified in clause (i) above and (y) for any breach that has not had, and could not reasonably be expected to have, a material adverse effect on the Assets, the Issuer, the Co-Issuer or the holders of any Class of Notes or on the amounts available on any Payment Date, Redemption Date or the Stated Maturity for payments and distributions to be made thereon), it being understood that failure to meet any Coverage Test, Concentration Limitation, or Collateral Quality Test will not constitute such a breach, and (A) fails to cure such breach within 30 days after an authorized officer of the Portfolio Manager has actual knowledge of or receives notice from the Trustee or the Issuer of, such breach, or (B) if such breach is capable of cure, but is not capable of cure within 30 days, the Portfolio Manager fails to cure such breach within the period in which a reasonably diligent person could cure such breach, which period may not, in any case, exceed 45 days;

(iii) the failure of any representation, warranty, certification or statement made or delivered by the Portfolio Manager in or pursuant to the Portfolio Management Agreement or the Indenture to be correct in any material respect when made which failure (A) could reasonably be expected to have a material adverse effect on the holders of any Class of Notes and (B) is not corrected by the Portfolio Manager within 30 days of its obtaining actual knowledge of, or its receipt of notice from the Issuer or the Trustee of, such failure;

(iv) the Portfolio Manager is wound up or dissolved or a bankruptcy or insolvency event occurs with respect to it;

(v) (A) the occurrence of an act by the Portfolio Manager that constitutes fraud or criminal activity in the performance of its obligations under the Portfolio Management Agreement or the Portfolio Manager being indicted for a criminal felony offense materially related to its asset management business or (B) any officer of the Portfolio Manager having responsibility for the management of the Assets being indicted for a criminal felony offense materially related to the Portfolio Manager’s asset management business, in the event that such officer has not been removed from having responsibility for the management of the Issuer’s assets within seven days after the date that an authorized officer of the Portfolio Manager obtains actual knowledge of such indictment; or

(vi) the occurrence of a Key Person Event. A “Key Person Event” will occur if the Key Person fails to be an employee, principal or partner of the Portfolio Manager or an affiliate thereof or ceases to be actively engaged in the activities of the Portfolio Manager under the Portfolio Management Agreement, and the position held by the Key Person with the Portfolio Manager or an affiliate thereof and the responsibilities of such position as of the Closing Date that are relevant to the performance by the Portfolio Manager of its duties under the Portfolio Management Agreement have not been assumed by an individual or group of individuals in accordance with the following paragraph by the later of (x) 60 Business Days after the earlier of (I) the last date as of which such Key Person was an employee, principal or partner of the Portfolio Manager or an affiliate thereof and (II) the last date as of which such Key Person was actively engaged in the activities of the Portfolio Manager under the Portfolio Management Agreement and (y) 30 Business Days after the last date any replacement may be proposed by the Portfolio Manager pursuant to clause (C) of the following paragraph.

If the Key Person fails to be an employee, principal or partner of the Portfolio Manager or an affiliate thereof or ceases to be actively engaged in the activities of the Portfolio Manager under the Portfolio Management Agreement, (A) the Portfolio Manager may, by notice to the Trustee (which shall promptly forward such notice to the holders of the Controlling Class), propose a replacement for the Key Person within 30 Business Days after the last date as of which the Key Person was (x) an employee, principal or partner of the Portfolio Manager or an affiliate thereof or (y) actively engaged in the activities of the Portfolio Manager under the Portfolio Management Agreement, (B) a Majority of the Controlling Class shall have the right to object to each such proposed replacement within 30 Business Days after delivery of such notice to the holders of the Controlling Class and (C) following an objection in

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accordance with the preceding clause (B), the proposed replacement that was objected to shall not become a Key Person and the Portfolio Manager may, by notice to the Trustee (which shall promptly forward such notice to the holders of the Controlling Class), propose another replacement in lieu of the proposed replacement that was objected to, and such other proposed replacement shall be subject to objection in accordance with the preceding clause (B) within 30 Business Days after delivery of such notice of proposed replacement to the holders of the Controlling Class, provided that the Portfolio Manager must propose any such replacement pursuant to this clause (C) not later than 60 Business Days after the earlier of (x) the last date as of which the Key Person was an employee, principal or partner of the Portfolio Manager or an affiliate thereof or (y) the last date as of which the Key Person was actively engaged in the activities of the Portfolio Manager under the Portfolio Management Agreement.

“Key Person” shall mean Justin Driscoll or any successor individual appointed pursuant to the definition of “Key Person Event”: provided that (1) the Portfolio Manager may replace the Key Person at any time prior to the first day on which the Key Person fails to be an employee, principal or partner of the Portfolio Manager or an affiliate thereof or ceases to be actively engaged in the activities of the Portfolio Manager under the Portfolio Management Agreement, upon 30 Business Days’ prior notice to the Trustee (who shall promptly forward such notice to the holders of the Controlling Class) and (2) if, within 30 Business Days after delivery of such notice to the holders of the Controlling Class, a Majority of the Controlling Class, disregarding any Portfolio Manager Notes, objects to any such proposed replacement, then such proposed replacement shall not be effective.

Portfolio Manager Notes will be disregarded and deemed not to be outstanding with respect to a vote to (i) remove or replace the Portfolio Manager, including by reason of any termination of the Portfolio Management Agreement, (ii) approve a successor Portfolio Manager, if the Portfolio Manager is being terminated for “cause” pursuant to the Portfolio Management Agreement or (iii) waive an event constituting “cause” under the Portfolio Management Agreement as a basis for termination of the Portfolio Management Agreement or removal of the Portfolio Manager.

Within 30 days after delivery of notice to the holders of the Notes from the Trustee of the resignation or removal of the Portfolio Manager, a Majority of the Subordinated Notes (disregarding, if the Portfolio Manager is being terminated for “cause” pursuant to the Portfolio Management Agreement, Portfolio Manager Notes) will nominate (or, if the Portfolio Manager is being terminated for “cause” pursuant to the Portfolio Management Agreement and all of the Subordinated Notes are Portfolio Manager Notes, a Majority of the most senior Class of Notes that is not comprised entirely of Portfolio Manager Notes will nominate) an established institution that (a) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under the Portfolio Management Agreement and the applicable terms of the Indenture, (b) is legally qualified and has the capacity to act as portfolio manager, as successor to the Portfolio Manager under the Portfolio Management Agreement in the assumption of the responsibilities, duties and obligations of the Portfolio Manager under the Portfolio Management Agreement and under the applicable terms of the Indenture, (c) will not cause the Issuer or the Co-Issuer or the pool of Assets to become required to register under the provisions of the Investment Company Act or to become subject to additional taxes, and (d) will not result in the imposition of any entity level or withholding tax on the Issuer and will not, by its appointment, cause or result in the Issuer to be engaged, or deemed to be engaged, in a United States trade or business for United States tax purposes (such an institution, an “Eligible Successor”) to act as Portfolio Manager under the Portfolio Management Agreement by written notice to the Issuer and the Trustee (who shall promptly forward such notice to the holders of the Notes). If any such Eligible Successor nominated by a Majority of the Subordinated Notes is not objected to by (x) a Majority of the Controlling Class (disregarding, if the Portfolio Manager is being terminated for cause, Portfolio Manager Notes) or (y) if the Portfolio Manager is being terminated for cause and the Controlling Class is comprised entirely of Portfolio Manager Notes, a Majority of the most senior Class of Notes that is not comprised entirely of Portfolio Manager Notes (disregarding Portfolio Manager Notes) by written notice to the Issuer and the Trustee (who shall promptly forward such notice to the holders of the Notes) within thirty (30) days of delivery of the notice of nomination to the holders of the Notes forwarded by the Trustee and the relevant conditions set forth in the Portfolio Management Agreement are satisfied, the Issuer shall appoint such Eligible Successor as the successor Portfolio Manager and the resignation or removal of the Portfolio Manager will be effective. If any Eligible Successor nominated by a Majority of the Subordinated Notes is objected to as set forth above, then within thirty (30) days of delivery of the notice of objection to the Issuer and the Trustee, a Majority of the objecting Class of Notes (disregarding, if the Portfolio Manager is being terminated for “cause” pursuant to the Portfolio Management Agreement, Portfolio Manager Notes) may nominate an Eligible Successor to act as Portfolio Manager hereunder by written notice to the Issuer and the Trustee (who shall promptly forward such notice to the holders of the Notes). If such Eligible Successor is not objected to by a

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Majority of the Subordinated Notes (disregarding, if the Portfolio Manager is being terminated for “cause” pursuant to the Portfolio Management Agreement, Portfolio Manager Notes) by written notice to the Issuer and the Trustee within thirty (30) days of delivery of the notice of nomination to the holders of the Notes forwarded by the Trustee and the relevant conditions set forth in the Portfolio Management Agreement are satisfied, the Issuer shall appoint such Eligible Successor as the successor Portfolio Manager and the resignation or removal of the Portfolio Manager will be effective. If an Eligible Successor is nominated by a Majority of the most senior Class of Notes that is not comprised entirely of Portfolio Manager Notes (disregarding Portfolio Manager Notes) in accordance with the first sentence of this paragraph, no other Class of Notes shall have the right to object to such Eligible Successor, and, so long as the relevant conditions set forth in the Portfolio Management Agreement are satisfied, the Issuer shall appoint such Eligible Successor as the successor Portfolio Manager and the resignation or removal of the Portfolio Manager will be effective.

If an Eligible Successor is not appointed pursuant to the terms of the Portfolio Management Agreement within 90 days (or, in the event of a material change in applicable law or regulation which renders the performance by the Portfolio Manager of its duties under the Portfolio Management Agreement or the Indenture terms applicable to it unlawful, within 30 days) after a resignation or termination of the Portfolio Manager, then the Issuer, the Portfolio Manager or any holder of the Notes may petition a court of competent jurisdiction to appoint an Eligible Successor.

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THE CO-ISSUERS

The Issuer

Gallatin CLO V 2013-1, Ltd., an exempted company incorporated with limited liability in the Cayman Islands, was incorporated on April 16, 2013 under the Companies Law (2012 Revision) of the Cayman Islands with company registration number 277104. The registered office of the Issuer is at PO Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands. The telephone number of the Issuer’s principal place of business is (345) 945-7099.

The authorized share capital of the Issuer is US$50,000 divided into 50,000 ordinary shares of US$1.00 each, 250 of which have been issued. All of the issued shares (the “Shares”) are fully-paid and are held by MaplesFS Limited as share trustee (in such capacity, the “Share Trustee”) under the terms of an amended and restated declaration of trust (the “Declaration of Trust”) to be entered into on or about July 18, 2013 under which the Share Trustee holds the Shares in trust until the Termination Date (as defined in the Declaration of Trust) and may only dispose or otherwise deal with the Shares with the approval of the Trustee for so long as any Note is outstanding. Prior to the Termination Date, the trust is an accumulation trust, but the Share Trustee has power with the consent of the Trustee, to benefit the noteholders or Qualified Charities (as defined in the Declaration of Trust). It is not anticipated that any distribution will be made while any Note is outstanding. Following the Termination Date, the Share Trustee will wind up the trust and make a final distribution to charity. The Share Trustee has no beneficial interest in, and derives no benefit (other than its fee for acting as Share Trustee) from, its holding of the Shares.

Principal Activities of the Issuer

The Issuer has no prior operating history or prior business and will not have any substantial assets or liabilities other than in connection with the Notes.

So long as any of the Notes remains outstanding, the Issuer shall not, without the consent of the Trustee, incur any other indebtedness for borrowed moneys or engage in any business (other than acquiring and holding assets in connection with the Notes), issuing the Notes and entering into related agreements and transactions as provided for in the transaction documents, or, inter alia, declare any dividends, have any subsidiaries, other than the Co-Issuer and any ETB Subsidiary, or employees (other than its directors (to the extent they may be deemed to be employees)), purchase, own, lease, or otherwise acquire any real property (including office premises or like facilities), consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entity to any person (otherwise than as contemplated in the transaction documents) or issue any shares.

The Issuer has, and will have, no assets other than the sum of US$250 representing the issued and paid-up share capital, such fees (as agreed) payable to it in connection with the issue of the Notes and the acquisition of assets in connection with the Notes, the bank account into which such paid-up share capital and fees are deposited, any interest earned thereon and the assets on which the Notes are secured. Except for fees generated in connection with the issue of the Notes any related profits and proceeds of any deposits and investments made from such fees or from amounts representing the Issuer’s issued and paid-up share capital, the Issuer does not expect to accumulate any surpluses.

The Notes are the obligations of the Co-Issuers alone and not the Share Trustee.

Restrictions on the Offer of the Notes

No invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for the Notes unless the Issuer is listed on the Cayman Islands Stock Exchange.

Financial Statements

Since the date of incorporation, no financial statements of the Issuer have been prepared. The Issuer is not required by Cayman Islands law, and does not intend, to publish audited financial statements or appoint any auditors. The Issuer is required to and will provide the Trustee with written confirmation, on an annual basis, that no Event of Default (or an event which, with the giving of notice and/or the lapse of time would constitute an Event of Default), as at the date of such written confirmation, has occurred.

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Capitalization of the Issuer

The Issuer’s initial proposed capitalization and indebtedness as of the Closing Date after giving effect to the issuance of the Offered Securities and the Shares (before deducting expenses of the offering) is set forth below:

Amount Class A Notes ...... $177,000,000 Class B-1 Notes ...... $29,250,000 Class B-2 Notes ...... $8,000,000 Class C Notes ...... $23,000,000 Class D-1 Notes ...... $8,250,000 Class D-2 Notes ...... $7,000,000 Class E Notes ...... $12,500,000 Class F Notes ...... $5,750,000 Subordinated Notes ...... $29,500,000 Total Notes ...... $300,250,000 Shares ...... $250 Retained Earnings ...... $250 Total Equity ...... $500 Total Capitalization ...... $300,250,500 ______Directors of the Issuer

The directors of the Issuer are Murray McGregor and Daniel Rewalt.

The Issuer’s Articles of Association provide that the board of directors of the Issuer will consist of at least one director.

The principal office of the directors is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

The Co-Issuer

Gallatin CLO V 2013-1 LLC was formed on June 10, 2013, under the laws of the State of Delaware with registered number 5348549 and has an indefinite existence. The Co-Issuer’s registered office is at 850 Library Avenue, Newark, Delaware. The telephone number of the Co-Issuer at such address is (302) 738-7210. The Co-Issuer has been established for the sole purpose of co-issuing the Co-Issued Notes. The Co-Issuer has no substantial assets and will not pledge any assets to secure the Secured Notes.

The sole director and officer of the Co-Issuer is Donald J. Puglisi. The principal outside function of Donald J. Puglisi consists of being a finance professor emeritus at the University of Delaware and serving as a corporate director for a variety of entities. Donald J. Puglisi may be contacted at the office of the Co-Issuer. The sole member of the Co-Issuer is the Issuer. The Co-Issuer will only be capitalized to the extent of its membership interests of U.S.$100. The Co-Issuer has no prior operating history. Unless otherwise required pursuant to the Indenture, the Co-Issuer will not publish any financial statements.

The Offered Securities are not obligations of the Trustee, the Collateral Administrator, the Portfolio Manager, the Placement Agents or any of their respective affiliates, the Administrator, the Share Trustee or any directors or officers of the Co-Issuers.

Business of the Co-Issuers

The Issuer’s Memorandum of Association describes the objects of the Issuer, which include the business to be carried out by the Issuer in connection with the Offered Securities. The Co-Issuer’s certificate of formation describes the objects of the Co-Issuer, which include the business to be carried out by the Co-Issuer in connection with the Notes. The Co-Issuers have not issued securities, other than ordinary shares or limited liability company interests, as applicable, prior to the Closing Date and have not listed any securities on any exchange. The Co-Issuers will not undertake any business other than the issuance of the Co-Issued Notes and, in the case of the Issuer, the

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issuance of the Issuer Notes and the management of the Assets and other related transactions. Neither of the Co-Issuers will have any subsidiaries (except, in the case of the Issuer, the Co-Issuer and any subsidiary that is treated as a corporation for U.S. federal income tax purposes and that is formed, in accordance with the then-current general criteria of the Rating Agencies for bankruptcy remote entities, prior to the receipt of and for the sole purpose of holding equity interests in “partnerships” (within the meaning of Section 7701(a)(2) of the Code), “grantor trusts” (within the meaning of the Code) or entities that are disregarded as separate from their owners for U.S. federal income tax purposes that are or may be engaged or deemed to be engaged in a trade or business in the United States (excluding any interest that is treated as a United States real property interest for purposes of Section 897(c) of the Code, unless the subsidiary formed to hold such interest is a non-U.S. subsidiary), in each case, received in a workout of a Defaulted Obligation or otherwise received in connection with a workout of a Collateral Obligation) (each, an “ETB Subsidiary”); provided however, that, notwithstanding the foregoing, no ETB Subsidiary shall obtain title to real property or a controlling interest in a Person that owns real property. In general, subject to the credit quality and diversity of the Collateral Obligations and general market conditions and the need (in the judgment of the Portfolio Manager) to satisfy the Coverage Tests, the Concentration Limitations and the Collateral Quality Test or to obtain funds for the redemption or payment of the Offered Securities, the Issuer will own the Assets and will receive payments of interest and principal on the Collateral Obligations and Eligible Investments as the principal source of its income. The ability to purchase additional Collateral Obligations and sell Collateral Obligations prior to maturity is subject to significant restrictions under the Indenture. See “Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria.”

The Co-Issuer has no other liabilities other than the Co-Issued Notes.

The Administrator

MaplesFS Limited will also act as the administrator of the Issuer (in such capacity, the “Administrator”). The office of the Administrator will serve as the general business office of the Issuer. Through the office, and pursuant to the terms of an Administration Agreement to be entered into between the Issuer and the Administrator (the “Administration Agreement”), the Administrator will perform in the Cayman Islands or such other jurisdiction as may be agreed by the parties from time to time various management functions on behalf of the Issuer and the provision of certain clerical, administrative and other services until termination of the Administration Agreement. The Issuer and the Administrator have also entered into a registered office agreement dated April 25, 2013 (the “Registered Office Agreement”) for the provision of registered office facilities to the Issuer. In consideration of the foregoing, the Administrator will receive various fees payable by the Issuer at rates agreed upon from time to time, plus expenses. The terms of the Administration Agreement and the Registered Office Agreement provide that either the Issuer or the Administrator may terminate such agreements by giving at least 14 days’ notice to the other party at any time within 12 months of the happening of any of certain stated events, including any breach by the other party of its obligations under such agreements. In addition, the Administration Agreement and the Registered Office Agreement provide that either party shall be entitled to terminate such agreements by giving at least three months’ notice in writing to the other party, in which case a replacement Administrator will be appointed.

The Administrator will be subject to the overview of the Issuer’s board of directors.

The Administrator’s principal office is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

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CERTAIN TAX CONSIDERATIONS

In General

The following summary describes certain U.S. federal income tax and Cayman Islands tax consequences of the purchase, ownership, disposition and retirement of the Notes. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase Notes. In particular, special tax considerations that may apply to certain types of taxpayers, including securities dealers, banks, and insurance companies, and subsequent purchasers of Notes, are not addressed. In addition, this summary does not describe any tax consequences arising under the laws of any taxing jurisdiction other than the U.S. federal government and the Cayman Islands. In general, the summary assumes that a holder acquires a Note at original issuance (and, in the case of the Secured Notes, at its issue price) and holds such Note as a capital asset and not as part of a hedge, straddle, or conversion transaction.

This summary is based on the U.S. and Cayman Islands tax laws, regulations, rulings and decisions in effect or available on the Offering Date, as well as the Cayman Islands undertaking described in “Cayman Islands Taxation.” All of the foregoing are subject to change, and any change may apply retroactively and could affect the continued validity of this summary, although it is expected that no changes will apply in the Cayman Islands due to the undertaking.

Prospective purchasers of Notes should consult their own tax advisers as to U.S. federal income tax and Cayman Islands tax consequences of the purchase, ownership and disposition of the Notes, as well as the possible application of state, local, non-U.S. or other tax laws.

U.S. Taxation

This is a discussion of the principal U.S. federal income tax consequences of the acquisition, ownership, disposition and retirement of the Notes.

Except as expressly set forth below, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder based on such holder’s particular circumstances, nor does it address any aspect of state, local, or non-U.S. tax laws or the possible application of the alternative minimum tax or U.S. federal gift or estate taxes. In particular, except as expressly set forth below, this discussion does not address aspects of U.S. federal income taxation that may be applicable to holders that are subject to special treatment, including holders that:

● are broker dealers, securities traders, insurance companies, tax exempt organizations, financial institutions, real estate investment trusts, regulated investment companies, certain former citizens or residents of the United States, partnerships or other pass-through entities or grantor trusts;

● hold Notes as part of a “straddle,” “hedge,” “conversion,” “integrated transaction” or “constructive sale” with other investments; or

● own or are deemed to own 10% or more, by voting power or value, of the equity of the Issuer (including the Subordinated Notes and Notes treated as equity for U.S. federal income tax purposes).

This discussion considers only holders that will hold Notes as capital assets and does not address special tax consequences that apply to holders whose functional currency is not the U.S. dollar. This discussion is generally limited to the tax consequences to initial holders that purchase Notes upon their initial issue at their initial issue price.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of a Note who or which for U.S. federal income tax purposes is:

● a citizen or individual resident of the United States;

● a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any political subdivision thereof or therein;

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● an estate, the income of which is subject to U.S. federal income tax regardless of the source; or

● a trust, (i) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes; or (ii)(A) if a court within the United States is able to exercise primary supervision over the administration of the trust; and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.

The term “non-U.S. Holder” means a beneficial owner of a Note that is neither a U.S. Holder nor a partnership (or an entity treated as a partnership for U.S. federal income tax purposes).

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds the Notes, the tax treatment of the partnership and a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to its consequences.

This discussion is based upon the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, each as available on the date hereof. All of the foregoing are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion. Furthermore, there are no cases or rulings by the IRS addressing entities similar to the Issuer or securities similar to the Notes. As a result, the IRS might disagree with all or part of the discussion below. No rulings will be requested of the IRS regarding the issues discussed below or the U.S. federal income tax characterization of the Notes.

IRS Circular 230 Disclosure

Pursuant to U.S. IRS Circular 230, we hereby inform you that the description set forth herein with respect to U.S. federal tax issues was not intended or written to be used, and such description cannot be used, by any taxpayer for the purpose of avoiding any penalties that may be imposed on the taxpayer under the U.S. Internal Revenue Code. Such description was written to support the marketing of the Notes (within the meaning of U.S. Internal Revenue Service Circular 230). This description is limited to the U.S. federal tax issues described herein. It is possible that additional issues may exist that could affect the U.S. federal tax treatment of an investment in the Notes, or the matter that is the subject of the description herein, and this description does not consider or provide any conclusions with respect to any such additional issues. Taxpayers should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

Prospective holders should consult their tax advisor concerning the application of U.S. federal income tax laws, as well as the laws of any state or local taxing jurisdiction, to their particular situation.

U.S. Taxation of the Issuer

The Issuer, and not the Co-Issuer, will be treated as the issuer of the Notes for U.S. federal income tax purposes. The Issuer will be treated as a corporation for U.S. federal income tax purposes and this summary assumes that no election will be made for the Issuer to be treated otherwise. It is intended that the Issuer will not operate so as to be engaged in a trade or business in the United States for U.S. federal income tax purposes and, accordingly, will not be subject to U.S. federal income taxes on its net income. This summary assumes that the Issuer will not be so engaged. On the Closing Date, White & Case LLP will provide an opinion to the Issuer to the effect that, although there is no direct authority addressing transactions similar to those contemplated herein, under current law and assuming compliance with the Issuer’s organizational documents and with the transaction documents, and assuming the Issuer conducts its activities, in accordance with certain assumptions and representations as to the Issuer’s contemplated activities, the Issuer’s contemplated activities will not cause it to be engaged in a trade or business in the United States. However, the IRS is not bound by such opinion and if the IRS were to assert successfully that the Issuer is engaged in a U.S. trade or business part or all of the income and gains of the Issuer could be subject to United States income tax and additional branch profits tax, which could cause material adverse financial consequences to the Issuer and to persons who hold the Notes. There can be no assurance that the Issuer’s net income will not become subject to U.S. federal net income tax as a result of unanticipated activities by the Issuer, changes in law, contrary conclusions by U.S. tax authorities or other causes. In such a case, the Issuer would be potentially subject to substantial U.S. federal income tax and, in certain circumstances interest payments by the

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Issuer under the Notes could be subject to U.S. withholding tax. The imposition of any of the foregoing taxes would materially affect the Issuer’s ability to pay principal, interest, and other amounts owing in respect of the Notes.

Each holder and beneficial owner of a Note that is not a “United States person” (as defined in Section 7701(a)(30) of the Code) will make, or by acquiring such Note or an interest therein will be deemed to make, a representation to the effect that (A) either (i) it is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), or (ii) it is a person that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States, and (B) it is not purchasing the Note in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan.

Under current U.S. federal income tax law, the treatment of synthetic assets involving credit default swaps (including a Pre-funded Letter of Credit) is unclear. Certain possible tax characterizations of a credit default swap, if adopted by the IRS and if applied to a Pre-funded Letter of Credit to which the Issuer is a party, could subject payments received by the Issuer under such Pre-funded Letter of Credit to U.S. withholding or excise tax. It is also possible that because of such tax characterizations, under certain circumstances, the Issuer could be treated as engaging in a trade or business in the United States and therefore subject to net income tax. The Issuer may not be entitled to a full gross-up on such taxes, if imposed, under the terms of the Pre-funded Letter of Credit, which could impair the Issuer’s ability to make payments on the Notes.

Characterization of the Notes

White & Case LLP will provide an opinion to the Issuer on the Closing Date to the effect that the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D-1 Notes and the Class D-2 Notes will be treated as debt for U.S. federal income tax purposes and that the Class E Notes should be treated as debt for U.S. federal income tax purposes. Such opinion will assume compliance with the transaction documents and the validity of certain assumptions and representations regarding the Notes. The Issuer will treat all Classes of the Secured Notes as debt for U.S. federal income tax purposes, and this summary assumes such treatment. By acquiring an interest in a Secured Note, the holder will agree to treat such Secured Notes as debt for U.S. federal income tax purposes. Prospective investors should note, however, that the classification of an instrument as debt or equity is highly factual, and there can be no assurance that the IRS will not contend, and that a court will not ultimately hold, that one or more Classes of Notes, particularly the more junior Classes of Notes, are equity.

If the IRS were to challenge the treatment of the Secured Notes and such challenge succeeded, the affected Notes would be treated as equity interests and the U.S. federal income tax consequences of investing in those Notes would be the same as those described below with respect to investments in the Subordinated Notes. Under U.S. federal income tax principles, a strong likelihood exists that the Subordinated Notes will be treated as equity. By acquiring an interest in a Subordinated Note, the holder will agree to treat such Subordinated Note as equity for U.S. federal income tax purposes. This summary assumes such treatment.

Holders of the Notes should note that no rulings have been or will be sought from the IRS with respect to the classification of the Notes or the U.S. federal income tax consequences discussed below, and no assurance can be given that the IRS or the courts will not take a contrary position to any of the views expressed herein.

Taxation of Interest Income

Stated interest on the Secured Notes that is treated as “qualified stated interest” will be includible in income by a U.S. Holder when received or accrued in accordance with such holder’s method of accounting. “Qualified stated interest” is generally stated interest that is “unconditionally payable” at least annually at a single fixed rate or certain floating rates. Interest is considered “unconditionally payable” if reasonable legal remedies exist to compel timely payment or the terms and conditions of the debt instrument make the likelihood of late payment (other than late payment that occurs within a reasonable grace period) or nonpayment (ignoring the possibility of nonpayment due to default, insolvency or similar circumstances) a remote contingency.

Stated interest on the Senior Notes should be treated as qualified stated interest and includible in accordance with the U.S. Holder’s method of accounting. However, because interest on the Deferrable Notes are subject to deferral, the Issuer will take the position that payments of stated interest on the Deferrable Notes will not be treated as

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qualified stated interest. As a result, the Issuer will treat such interest as original issue discount (“OID”). If the Deferrable Notes have an issue price equal to their principal amount, then the Deferrable Notes generally will be subject to one of the following rules: (i) a special rule under the U.S. Treasury regulations regarding “variable rate debt instruments,” (ii) a special rule for debt instruments issued with OID that have a fixed yield or (iii) rules analogous to the special rules set forth in Section 1272(a)(6) of the Code (the “1272(a)(6) Method”), as described further below. In all cases, the amount of OID that accrues on such Deferrable Notes in each accrual period should equal the amount of interest (including deferred interest) that accrues on such Notes during such accrual period, even if such interest is deferred. This may result in the acceleration of income inclusion for cash method U.S. Holders.

Taxation of Original Issue Discount

If the “issue price” of any Secured Note is less than the “stated redemption price at maturity” (“SRPM”) of such Note by an amount that is greater than or equal to “de minimis OID” (i.e. an amount greater or equal to 0.25% of the number of complete years to the weighted average maturity of the Note multiplied by the SRPM), such Secured Note will be treated as issued with OID. A Secured Note’s “issue price” will generally be the first price at which a substantial amount of the Class of Secured Notes are treated as issued for cash (excluding sales to bond houses, brokers, or similar persons acting as underwriters, placement agents, or wholesalers). The SRPM will generally be all amounts required to be paid on the Secured Note other than payments of qualified stated interest. As mentioned above, because the Issuer will treat all amounts payable under the Deferrable Notes as part of the SRPM, the Deferrable Notes will likely be treated as issued with OID, which OID would include amounts payable on the Deferrable Notes as stated interest. The Senior Notes will generally be treated as issued with OID only if their issue price is less than their principal amount by an amount that is greater than or equal to de minimis OID.

Treasury regulations applicable to debt instruments issued with OID do not provide rules for accruals of OID on debt instruments the payments on which are contingent as to time, such as the Secured Notes. Absent definitive guidance, the Issuer intends to treat the Secured Notes issued with OID (other than any Deferrable Notes with an issue price that is equal to their principal amount, which will be treated as described in the second preceding paragraph above) as subject to either (i) special rules regarding “variable rate debt instruments” or, more likely, (ii) the 1272(a)(6) Method. Under the 1272(a)(6) Method, the amount of OID includible in an accrual period will be determined using an assumption as to the expected payments on the Secured Notes, which assumption will be reflected on a projected payment schedule prepared by the Issuer. The projected payment schedule will be utilized solely to determine the amount of OID to be included in income annually by U.S. Holders of Secured Notes. As such, the calculation of the projected payment schedule would be based on a number of assumptions and estimates and is not a prediction of the actual amounts of payments on the Secured Notes or of the actual yield of the Secured Notes. In any case, however, the Issuer’s determination would not be binding on the IRS.

Under the payment schedule, a U.S. Holder of Secured Notes will be required to include OID in gross income as interest as it accrues, which will be in advance of the receipt of cash representing that income, regardless of a holder’s method of tax accounting. The amount of OID that a U.S. Holder must include in gross income for each taxable year is the sum of the “daily portions” of OID with respect to the Secured Note for each day during such taxable year or portion of such taxable year in which the holder held that Secured Note. The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. The “accrual period” for a Secured Note may be of any length and may vary in length over the term of the Secured Note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day or the final day of an accrual period.

A U.S. Holder of a Secured Note issued with OID as described above will generally be required to include such OID in income prior to the receipt of cash in respect of that income.

A U.S. Holder of a Senior Note issued with less than de minimis OID will generally include such amount as capital gain as principal payments are received on such Notes.

Because the OID rules are complex, each U.S. Holder of a Secured Note should consult with its own tax advisor regarding the acquisition, ownership, and disposition of such Note.

Interest on the Secured Notes received by a U.S. Holder will generally be treated as foreign source income for foreign tax credit limitation purposes. The limitation on foreign taxes eligible for the U.S. foreign tax credit is

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calculated separately with respect to specific “categories” of income. For this purpose, the interest on the Secured Notes should generally constitute “passive category income,” or in the case of certain U.S. Holders, “general category income.”

Sale, Exchange, Redemption or Repayment of the Secured Notes

Unless a nonrecognition provision applies, a U.S. Holder generally will recognize gain or loss on the sale, exchange, redemption, repayment or other disposition of a Secured Note equal to the difference between the amount realized plus the fair market value of any property received on the disposition (other than amounts attributable to accrued but unpaid interest which will be taxable as such) and the U.S. Holder’s adjusted tax basis in such Note.

A U.S. Holder’s adjusted tax basis in a Secured Note generally will be the cost of such Note to the U.S. Holder, increased by the amount of any OID accrued and reduced by any payments other than payments of qualified stated interest on such Secured Note.

Gain or loss recognized on the sale, exchange, redemption, repayment or other disposition of a Secured Note generally will be treated as capital gain or loss. The deductibility of capital losses is subject to limitations. In the case of a non-corporate U.S. Holder, the maximum marginal U.S. federal income tax rate applicable to such gain will be lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income (other than certain dividends) if such U.S. Holder’s holding period for such Secured Note exceeds one year. Gain or loss realized by a U.S. Holder on the sale, exchange, redemption, repayment or other disposition of a Note generally will be U.S. source gain or loss.

Tax Treatment of U.S. Holders of Subordinated Notes

As noted above, a strong likelihood exists that a U.S. Holder of a Subordinated Note will be viewed as owning equity, rather than debt, for U.S. federal income tax purposes. This summary assumes that the Subordinated Notes will be treated as equity rather than debt for U.S. federal income tax purposes.

Investment in a Passive Foreign Investment Company

A non-U.S. corporation will be classified as a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes if 75% or more of its gross income (including the pro rata share of the gross income of any subsidiary corporation in which the corporation is considered to own 25% or more of the shares by value) in a taxable year is passive income. Alternatively, a non-U.S. corporation will be classified as a PFIC if at least 50% of its assets, averaged over the year and generally determined based on fair market value (including the pro rata share of the assets of any subsidiary corporation in which the corporation is considered to own 25% or more of the shares by value) are held for the production of, or produce, passive income.

Based on the assets that the Issuer expects to hold and the income anticipated thereon, it is highly likely that the Issuer will be classified as a PFIC for U.S. federal income tax purposes. Accordingly, the following discussion assumes that the Issuer will be a PFIC throughout the term of the Subordinated Notes and U.S. Holders of Subordinated Notes should assume that they will be subject to the U.S. federal income tax consequences described below that result from owning stock in a PFIC (subject to the discussion below under “Investment in a Controlled Foreign Corporation”).

Unless a U.S. Holder elects to treat the Issuer as a “qualified electing fund” (as described in the next paragraph) (and assuming the PFIC rules are otherwise applicable), upon certain excess distributions (generally, a U.S. Holder’s ratable portion of distributions in any year which are greater than 125% of the average annual distribution received by such U.S. Holder in the shorter of the three preceding years or the U.S. Holder’s holding period) by the Issuer and upon a disposition of the Subordinated Notes at a gain, the U.S. Holder will be liable to pay tax at the highest tax rate on ordinary income in effect for each period to which the income is allocated, as if such distributions and gain had been recognized ratably over the U.S. Holder’s holding period for the Subordinated Notes. An interest charge is also applied to the deferred tax amount resulting from the deemed ratable distribution or gain recognition. Finally, a U.S. Holder who acquires Subordinated Notes from a decedent U.S. Holder generally would not receive a step up of the income tax basis to fair market value for such Subordinated Notes but would have a tax basis equal to the decedent’s basis, if lower.

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Assuming the discussion below under “Investment in a Controlled Foreign Corporation” does not apply, if a U.S. Holder of the Subordinated Notes elects to treat the Issuer as a QEF, excess distributions and gain will not be taxed as if recognized ratably over the U.S. Holder’s holding period and there will be no interest charge applicable to deferred tax, nor will the denial of a basis step up at death described above apply. Instead, a U.S. Holder that makes a QEF election is required for each taxable year to include in income the U.S. Holder’s pro rata share of the ordinary earnings of the QEF as ordinary income (which will not be eligible for the corporate dividends received deduction) and a pro rata share of the net capital gain of the QEF as capital gain, regardless of whether such earnings or gain have in fact been distributed. In this regard, prospective U.S. Holders of Subordinated Notes should be aware that it is possible that a significant amount of the Issuer’s income, as determined for U.S. federal income tax purposes, will not be distributed on a current basis for a number of potential reasons, including the retirement of all or a portion of certain Classes of Notes. Thus, U.S. Holders of Subordinated Notes that make a QEF election may owe tax on a significant amount of “phantom” income. In order to comply with the requirements of a QEF election, a U.S. Holder must receive from the Issuer certain information (“QEF Information”). The Issuer intends to supply U.S. Holders with the information needed for such U.S. Holders to comply with the requirements of the QEF election.

In certain cases in which a QEF does not distribute all of its earnings in a taxable year, the electing U.S. Holder may also be permitted to elect to defer payments of some or all of the taxes on the QEF’s income, subject to a nondeductible interest charge on the deferred amount.

As a result of the nature of the investments that the Issuer intends to hold, the Issuer may hold investments treated as equity of non-U.S. corporations that are PFICs. In such a case, assuming that the Issuer is a PFIC, a U.S. Holder would be treated as owning its pro rata share of the stock of the PFIC owned by the Issuer. Such a U.S. Holder would be subject to the rules generally applicable to shareholders of PFICs discussed above with respect to distributions received by the Issuer from such a PFIC and dispositions by the Issuer of the stock of such a PFIC (even though the U.S. Holder may not have received the proceeds of such distribution or disposition). Assuming the Issuer receives the necessary information from the PFIC in which it owns stock, certain U.S. Holders may make the QEF election discussed above with respect to the stock of the PFIC owned by the Issuer. It is unclear, however, whether the Issuer will be able to obtain and pass on to U.S. Holders QEF information with respect to any PFICs owned by the Issuer. If the Issuer is a PFIC, each U.S. Holder of a Subordinated Note must make an annual return on IRS Form 8621, reporting distributions received and gains realized with respect to each PFIC in which the U.S. Holder holds a direct or indirect interest. Prospective purchasers should consult their tax advisors regarding the potential application of the PFIC rules and any such annual filing requirements.

Investment in a Controlled Foreign Corporation

Depending on the degree of ownership of the Subordinated Notes and other equity interests in the Issuer by U.S. Holders and whether the Subordinated Notes are treated as voting securities, the Issuer may constitute a CFC. In general, a foreign corporation will constitute a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, are owned, directly, indirectly or constructively, by “U.S. 10% Shareholders.” A “U.S. 10% Shareholder,” for this purpose, is any U.S. person that owns or is deemed to own 10% or more of the combined voting power of all classes of shares of a corporation. It is possible that the IRS may assert that the Subordinated Notes should be treated as voting securities, and consequently that the U.S. Holders owning Subordinated Notes so treated, or any combination of such Subordinated Notes and other voting securities of the Issuer, that constitute 10% or more of the combined voting power of all classes of shares of the Issuer are “U.S. 10% Shareholders” and that, assuming more than 50% of the Subordinated Notes and other voting securities of the Issuer are held by such U.S. 10% Shareholders, the Issuer is a CFC.

If the Issuer were treated as a CFC, a U.S. 10% Shareholder of the Issuer would be treated, subject to certain exceptions, as receiving a dividend at the end of the taxable year of the Issuer in an amount equal to that person’s pro rata share of the “subpart F income” and investments in U.S. property of the Issuer. Among other items, and subject to certain exceptions, “subpart F income” includes dividends, interest, annuities, gains from the sale of shares and securities, certain gains from commodities transactions, certain types of insurance income and income from certain transactions with related parties. It is likely that, if the Issuer were to constitute a CFC, predominantly all of its income would be subpart F income. Unless otherwise noted, the discussion below assumes that the Issuer is not a CFC. U.S. Holders should consult their tax advisors regarding these special rules.

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If the Issuer were to constitute a CFC, for the period during which a U.S. Holder of Subordinated Notes is a U.S. 10% Shareholder of the Issuer, such holder generally would be taxable on its pro rata share of the subpart F income and investments in U.S. property of the Issuer under the rules described in the preceding paragraph and not under the PFIC rules previously described. A U.S. Holder that is a U.S. 10% Shareholder of the Issuer subject to the CFC rules for only a portion of the time during which it holds Subordinated Notes should consult its own tax advisor regarding the interaction of the PFIC and CFC rules.

Distributions on the Subordinated Notes

Except to the extent that distributions are attributable to amounts previously taxed pursuant to the CFC rules or a QEF election is made, some or all of any distributions with respect to the Subordinated Notes may constitute excess distributions, taxable as previously described. Distributions of current or accumulated earnings and profits of the Issuer which are not excess distributions and which have not been previously taxed pursuant to the CFC rules or QEF rules will be taxed as dividends when received. Distributions in excess of previously taxed amounts and any remaining current and/or accumulated earnings and profits of the Issuer will be treated first as a nontaxable reduction to the U.S. holder’s tax basis in the Subordinated Notes to the extent thereof and then as capital gain. Dividends will not be eligible for the dividends received deduction allowable to corporations.

Eligibility for Reduced Rate of Taxation on Dividends

Dividends received on the Subordinated Notes will not be eligible for taxation at the lower rates applicable to long- term capital gains that are available on certain dividends paid to non-corporate U.S. Holders of shares of U.S. corporations and certain non-U.S. corporations.

Disposition of the Subordinated Notes

In general, a U.S. Holder of a Subordinated Note will recognize gain or loss upon the sale or exchange of the Subordinated Note equal to the difference between the amount realized and such holder’s adjusted tax basis in such Subordinated Note. Initially, the tax basis of a U.S. Holder should equal the amount paid for a Subordinated Note. Such basis will be increased by amounts taxable to such U.S. Holder by virtue of the QEF or CFC rules, if applicable, and decreased by actual distributions from the Issuer that are deemed to consist of such previously taxed amounts or are treated as a non-taxable return of capital.

Unless a QEF election is in effect for the U.S. Holder’s entire holding period, it is highly likely that any gain realized on the sale or exchange of a Subordinated Note will be treated as an excess distribution and taxed as ordinary income under the special tax rules described above, assuming that the PFIC rules apply and not the CFC rules. If a QEF election is in effect, any gain or loss recognized generally will be capital gain or loss and will be long-term capital gain or loss if the Subordinated Note has been held for more than one year. Non-corporate U.S. Holders may be entitled to reduced tax rates in respect of long-term capital gains. The deductibility of capital losses is subject to limitations.

Subject to a special limitation for individual U.S. Holders that have held the Subordinated Notes for more than one year, if the Issuer were treated as a CFC and a U.S. Holder were treated as a U.S. 10% Shareholder therein, then any gain realized by such holder upon the disposition of Subordinated Notes would be treated as ordinary income to the extent that the Issuer has accumulated earnings and profits attributable to the Subordinated Notes while it was a CFC and the holder held the Subordinated Notes. In this respect, earnings and profits would not include any amounts previously taxed pursuant to the CFC rules.

Reportable Transaction Reporting

Under certain U.S. Treasury Regulations, U.S. Holders that participate in “reportable transactions” (as defined in the regulations) must attach to their U.S. federal income tax returns a disclosure statement on Form 8886. U.S. Holders should consult their own tax advisors as to the possible obligation to file Form 8886 with respect to the ownership or disposition of the Notes, or any related transaction.

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Reporting Requirements

A U.S. Holder (including a U.S. tax-exempt entity) that transfers property (including cash) to the Issuer in exchange for Subordinated Notes may be required to file an IRS Form 926 or similar form with the IRS. In the event a U.S. Holder fails to file any required form, it could be subject to a penalty equal to 10% of the fair market value of the Subordinated Notes purchased by such U.S. Holder (generally up to a maximum of U.S. $100,000). A U.S. Holder that is treated as owning (actually or constructively) at least 10% by vote or value of the equity of the Issuer for U.S. federal income tax purposes may be required to file an information return on IRS Form 5471, and provide additional information regarding the Issuer annually on IRS Form 5471 if it is treated as owning (actually or constructively) more than 50% by vote or value of the equity of the Issuer for U.S. federal income tax purposes.

Tax Treatment of Non-U.S. Holders of Notes

Subject to the discussion below under “Information Reporting and Backup Withholding Tax,” payments, including interest, OID and any amounts treated as dividends, on a Note to a non-U.S. Holder and gain realized on the sale, exchange or retirement of a Note by a non-U.S. Holder, will not be subject to U.S. federal income or withholding tax, unless (a) such income is effectively connected with a trade or business conducted by such non-U.S. Holder in the United States; or (b) in the case of U.S. federal income tax imposed on gain, such non-U.S. Holder is a non resident alien individual who holds a Note as a capital asset and is present in the United States for 183 days or more in the taxable year of sale and certain other conditions are satisfied.

Information Reporting and Backup Withholding Tax

The amount of interest (including OID) and principal paid or accrued on the Notes, and the proceeds from the sale of a Note, in each case, paid within the United States or by a U.S. payor or U.S. middleman to a U.S. person (other than a corporation or other exempt recipient) will be reported to the IRS. Under the Code, a U.S. person may be subject, under certain circumstances, to “backup withholding tax” with respect to interest and principal on a Note or the gross proceeds from the sale of a Note paid within the United States or by a U.S. middleman or United States payor to a U.S. person. The backup withholding tax rate is currently 28%. Backup withholding tax generally applies only if the U.S. person: (a) fails to furnish its social security or other taxpayer identification number within a reasonable time after the request therefor; (b) furnishes an incorrect taxpayer identification number; (c) is notified by the IRS that it has failed to properly report interest or dividends; or (d) fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that it has furnished a correct taxpayer identification number and has not been notified by the IRS that it is subject to backup withholding tax for failure to report interest and dividend payments.

Non-U.S. persons may be required to comply with certification procedures to establish that they are not subject to information reporting and backup withholding tax. In the case of payments to a foreign simple trust, a foreign grantor trust or a foreign partnership (other than payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that qualifies as a “withholding foreign trust” or a “withholding foreign partnership” within the meaning of the applicable U.S. Treasury Regulations and payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that are effectively connected with the conduct of a trade or business in the United States), the beneficiaries of the foreign simple trust, the persons treated as the owners of the foreign grantor trust or the partners of the foreign partnership, as the case may be, will be required to provide the certification discussed above in order to establish an exemption from backup withholding tax and information reporting requirements. Moreover, a payor may rely on a certification provided by a payee that is not a U.S. person only if such payor does not have actual knowledge or reason to know that any information or certification stated in such certificate is incorrect.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

FATCA Withholding

On March 18, 2010, the HIRE Act was enacted and contains provisions from FATCA that could require a 30% withholding tax to be imposed (i) on payments to noteholders with respect to interest, dividends and sales proceeds from certain U.S. assets held by the Issuer or (ii) on payments to the Issuer with respect to interest, dividends and sales proceeds from certain U.S. assets held by the Issuer. This 30% U.S. withholding tax, which generally is not

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refundable to the Issuer, could arise if the Issuer does not enter into an IRS Agreement (or otherwise comply with the reporting requirements under FATCA) to obtain and report information about the noteholders or fails to comply with the IRS Agreement (or otherwise comply with the reporting requirements under FATCA) or, possibly, if any particular holder of Notes fails to provide the Issuer (or its authorized agent) with the Holder FATCA Information. FATCA withholding is applicable to U.S. source interest and dividend payments to the Issuer made after June 30, 2014 and payments to the Issuer of gross proceeds from the sale after December 31, 2016 of an asset that can produce U.S. source interest or dividends. Payments made by the Issuer to the noteholders that are Withholdable Payments generally will not be subject to FATCA withholding until after June 30, 2014. It is not expected that the Issuer will make payments to the noteholders that are Withholdable Payments, but it is anticipated that most payments by the Issuer to noteholders are likely to be considered “foreign pass-thru payments” for purposes of FATCA. Foreign pass-thru payments are expected to be subject to withholding under FATCA no earlier than January 1, 2017. FATCA withholding does not apply to payments with respect to obligations outstanding on or before June 30, 2014. An obligation will not be treated as outstanding on or before June 30, 2014 if such obligation undergoes a material modification (which, in the case of an obligation that constitutes indebtedness for U.S. tax purposes, means a “significant modification” as defined under Treasury Regulation Section 1.1001-3) after June 30, 2014 and is thus deemed for U.S. federal income tax purposes as having been exchanged for a newly issued obligation. Provided the Issuer (or an authorized agent acting on the Issuer’s behalf) enters into an IRS Agreement (or otherwise complies with the reporting requirements under FATCA), the Issuer will be required to report annually to the IRS the aggregate amount of certain payments, including but not limited to payments of interests, dividends or other periodic payments, made to certain noteholders for each of the calendar years 2015 and 2016.

The future application of FATCA to the Issuer and the noteholders is uncertain. For example, although it is anticipated that the Issuer will enter into an IRS Agreement (if it does not otherwise comply with the reporting requirements under FATCA), the final form of such agreement has not yet been issued, and it is uncertain whether the Issuer would be able to satisfy its obligations under any such agreement. Additionally, it is not clear at this time what actions, if any, will be required to minimize any adverse impact of FATCA on the Issuer and the noteholders. Nevertheless, based on the current language of FATCA, all of the following are possible with respect to the Issuer and noteholders:

(1) Each non-U.S. Holder of Notes might be required to provide satisfactory documentation (to be determined) that it is not a U.S. person, and each U.S. Holder of Notes might be required to provide its name, address and taxpayer identification number. If a holder of Notes is an entity or not the beneficial owner of the Notes, in order to comply with the foregoing, such holder generally could be required to provide the relevant information about all of the U.S. persons and non-U.S. persons who are the owners of the entity or otherwise the beneficial owners of the Notes. Thus, for example, to comply with the foregoing, a non-U.S. entity that owns Notes could be required to provide satisfactory documentation for all of its non-U.S. owners establishing their non-U.S. status and to provide the names, addresses and taxpayer identification numbers of some or all of its U.S. owners. If a non-U.S. law prohibits a noteholder from providing information, such holder generally would be required to execute a waiver of this non-U.S. law (and then provide such information) or dispose of its Notes (or otherwise have its interest in the Issuer cancelled) within a reasonable period of time.

(2) Although certain exceptions to the disclosure requirements (set forth in (1)) could apply, each Recalcitrant Holder and Non-Compliant FFI generally would be subject to a 30% U.S. withholding tax on any payments made to such Recalcitrant Holder or Non- Compliant FFI attributable to interest, dividends or proceeds deemed attributable to certain U.S. assets held by the Issuer.

(3) The Issuer generally will be subject to a 30% withholding tax on all or a portion of payments of interest, dividends or proceeds with respect to certain of its U.S. assets if the Issuer does not enter into or does not comply with the IRS Agreement (or otherwise comply with the reporting requirements under FATCA). In that case, the Issuer generally would have less cash to pay noteholders and this reduction would reduce payments to all noteholders. Under the Indenture, each holder or beneficial owner of a Note (including a holder or beneficial owner of a Note that receives a definitive physical Note pursuant to

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the succeeding sentence) agrees to (i) provide the Issuer (or its authorized agent) with the Holder FATCA Information, (ii) permit the Issuer, and Portfolio Manager and Trustee (on behalf of the Issuer) to share such information with the IRS (or the relevant Cayman Islands authority) and (iii) permit the Issuer or the Portfolio Manager to (x) compel or effect the sale of Notes held by any such holder that fails to sell its Notes within 30 days of notice from the Issuer or the Portfolio Manager of its failure to comply with the foregoing requirement, (y) assign to such Note a separate CUSIP number or numbers and (z) make other amendments to the Indenture to enable the Issuer to comply with FATCA (including providing for remedies against, or imposing penalties upon, any holder or beneficial owner who fails to deliver the Holder FATCA Information or is a Non- Compliant FFI). To the extent that the Indenture does not permit the Issuer to reduce payments to the Recalcitrant Holders and Non-Compliant FFIs as a result of the application of FATCA, each holder, by entering into the Indenture, authorizes the amendment of the Indenture to provide for such a reduction. The Issuer intends to allocate any withholding tax imposed on the Issuer as a result of the failure of any Recalcitrant Holders or Non-Compliant FFIs to provide the Holder FATCA Information to such Recalcitrant Holders and Non-Compliant FFIs. The Issuer, however, may not be able to allocate such withholding tax solely to such Recalcitrant Holders and Non- Compliant FFIs, in which case such withholding tax may be allocated disproportionately to a holder of a particular Class of Notes (including holders that have provided the Issuer (or its authorized agent) with the Holder FATCA Information) and there will be no “gross up” (or any other additional amount) payable by way of compensation to the holders for the deducted amount.

It is uncertain at this time how the mechanism to effect the provisions in (1), (2), and (3) will operate. In particular, certain changes likely will have to occur with the operation of DTC, Euroclear and other similar clearing systems in order to obtain information from and determine how much to withhold from holders who have their ownership in Notes cleared through such clearing systems.

The Cayman Islands Government has committed that the Cayman Islands will enter into a Model 1 IGA with the United States. The terms of such IGA are yet to be agreed, but are expected to be broadly similar to those agreed with the United Kingdom and Ireland, taking into account the nature of the Cayman Islands’ financial services. When such IGA is entered into, the Issuer will not be required to enter an agreement with the IRS, but would instead be required to register with the IRS to obtain a Global Intermediary Identification Number and then comply with Cayman Islands legislation that would be implemented to give effect to such IGA. The terms of such legislation are at this stage still uncertain but, when implemented, are expected to require the Issuer to report to the Cayman Islands Tax Information Authority who will exchange such information with the IRS under the terms of the IGA. It is also anticipated that, under the terms of the IGA, withholding will not be imposed on payments made to the Issuer, or on payments made by the Issuer to an account holder, unless the IRS has specifically listed the Issuer as a non- participating financial institution, or the Issuer has otherwise assumed responsibility for withholding under United States tax law.

FATCA is particularly complex and its application to the Issuer is uncertain at this time. Each holder of Notes should consult its own tax advisor to obtain a more detailed explanation of FATCA and to learn how it might affect such holder in its particular circumstance.

In addition, certain U.S. Holders who are individuals are required to report information relating to an interest in the Notes, subject to certain exceptions (including an exception for Notes held in accounts maintained by certain financial institutions) by filing IRS Form 8938 with their annual U.S. federal income tax return. U.S. Holders that are individuals are urged to consult their tax advisers regarding their information reporting obligations with respect to their ownership of Notes.

Additionally, certain U.S. Holders who are individuals, estates or trusts are required to pay a 3.8% tax on, among other things, dividends, interest income and capital gains from the sale or other disposition of Notes.

U.S. Holders are urged to consult their tax advisers regarding the effect, if any, of recent U.S. federal income tax legislation on their ownership and disposition of the Notes.

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Cayman Islands Taxation

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the Notes. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

Under existing Cayman Islands laws:

(a) Payments of interest and principal on the Notes will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal to any holder of the Notes, nor will gains derived from the disposal of the Notes be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.

(b) No stamp duty is payable in respect of the issue of the Notes. An instrument of transfer in respect of a Note is stampable if executed in or brought into the Cayman Islands.

The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and expects to obtain an undertaking from the Governor in Cabinet of the Cayman Islands in the following form:

“The Tax Concessions Law 2011 Revision Undertaking as to Tax Concessions

In accordance with the provision of section 6 of The Tax Concessions Law (2011 Revision), the Governor in Cabinet undertakes with Gallatin CLO V 2013-1, Ltd. (the “Company”).

1 That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

2 In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

2.1 On or in respect of the shares, debentures or other obligations of the Company; or

2.2 by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2011 Revision).

These concessions shall be for a period of twenty years from the date of issue of this undertaking of the Clerk of the Cabinet and the Governor in Cabinet.”

The Cayman Islands does not have an income tax treaty arrangement with the United States or any other country. However, the Cayman Islands has entered into a tax information exchange agreement with the United States.

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ERISA AND LEGAL INVESTMENT CONSIDERATIONS

The advice below was not written and is not intended to be used and cannot be used by any taxpayer for purposes of avoiding U.S. federal income tax penalties that may be imposed. The advice is written to support the promotion or marketing of the transaction. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

The foregoing disclaimer is provided to satisfy obligations under Circular 230 governing standards of practice before the Internal Revenue Service.

The United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes certain requirements on “employee benefit plans” (as defined in Section 3(3) of ERISA) which are subject to Title I of ERISA, including entities such as collective investment funds and separate accounts whose underlying assets are deemed to include the assets of such plans (collectively, “ERISA Plans”) and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the ERISA Plan. The prudence of a particular investment must be determined by the responsible fiduciary of an ERISA Plan by taking into account the ERISA Plan’s particular circumstances and all of the facts and circumstances of the investment including, but not limited to, the matters discussed above under “Risk Factors” and the fact that in the future there may be no market in which such fiduciary will be able to sell or otherwise dispose of the Offered Securities.

Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an ERISA Plan (as well as those plans that are not subject to ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts (together with ERISA Plans, “Plans”)) and certain persons (referred to as “parties in interest” or “disqualified persons”) having certain relationships to such Plans, unless a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engages in a prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and Section 4975 of the Code.

The U.S. Department of Labor has promulgated regulations 29 C.F.R. Section 2510.3-101 (as effectively modified by Section 3(42) of ERISA, the “Plan Asset Regulations”), describing what constitutes the assets of a Plan with respect to the Plan’s investment in an entity for purposes of certain provisions of ERISA and Section 4975 of the Code, including the fiduciary responsibility provisions of Title I of ERISA and Section 4975 of the Code. Under the Plan Asset Regulations, if a Plan invests in an “equity interest” of an entity that is neither a “publicly offered security” nor a security issued by an investment company registered under the Investment Company Act, the Plan’s assets include both the equity interest and an undivided interest in each of the entity’s underlying assets, unless it is established that the entity is an “operating company” or, as further discussed below, that equity participation in the entity by “benefit plan investors” is not “significant.”

Prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code may arise if Offered Securities are acquired with the assets of a Plan with respect to which the Co-Issuers, the Placement Agents, the Trustee, the Portfolio Manager, the Administrator, any seller of Collateral Obligations to the Issuer or any of their respective affiliates, is a party in interest or a disqualified person. Certain exemptions from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code may be applicable, however, depending in part on the type of Plan fiduciary making the decision to acquire a Note and the circumstances under which such decision is made. Included among these exemptions are Prohibited Transaction Class Exemption (“PTCE”) 91-38 (relating to investments by bank collective investment funds), PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 95-60 (relating to investments by insurance company general accounts), and PTCE 96-23 (relating to transactions effected by in-house asset managers), (“Investor-Based Exemptions”). There is also a statutory exemption that may be available under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code to a party in interest that is a service provider to a Plan investing in the Offered Securities for adequate consideration, provided such service provider is not (i) the fiduciary with respect to the Plan’s assets used to acquire

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the Offered Securities or an affiliate of such fiduciary or (ii) an affiliate of the employer sponsoring the Plan (the “Service Provider Exemption”). Adequate consideration means fair market value as determined in good faith by the Plan fiduciary pursuant to regulations to be promulgated by the Department of Labor. There can be no assurance that any of these Investor-Based Exemptions or the Service Provider Exemption or any other administrative or statutory exemption will be available with respect to any particular transaction involving the Offered Securities.

Governmental plans, certain church plans and non-U.S. plans, while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to state, local, other federal laws or non-U.S. laws that are substantially similar to the foregoing provisions of ERISA and the Code. Fiduciaries of any such plans should consult with their counsel before acquiring any Offered Securities.

Any insurance company proposing to invest assets of its general account in Offered Securities should consider the extent to which such investment would be subject to the requirements of Title I of ERISA and Section 4975 of the Code in light of the U.S. Supreme Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993), and the enactment of Section 401(c) of ERISA on August 20, 1996. In particular, such an insurance company should consider (i) the exemptive relief granted by the U.S. Department of Labor for transactions involving insurance company general accounts in PTCE 95-60 and (ii) if such exemptive relief is not available, whether its acquisition of Offered Securities will be permissible under the final regulations issued under Section 401(c) of ERISA. The final regulations provide guidance on which assets held by an insurance company constitute “plan assets” for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Code. The regulations do not exempt the assets of insurance company general accounts from treatment as “plan assets” to the extent they support certain participating annuities issued to Plans after December 31, 1998.

The Secured Notes (Other than the Class E Notes and Class F Notes)

The Plan Asset Regulations define an “equity interest” as any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. As noted above in “Certain Tax Considerations,” it is the opinion of tax counsel to the Issuer that the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D-1 Notes and the Class D-2 Notes will be treated as debt for U.S. federal income tax purposes. Although there is little guidance on the subject, at the time of their issuance, the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D-1 Notes and the Class D-2 Notes should be treated as indebtedness under applicable local law without substantial equity features for purposes of the Plan Asset Regulations. This determination is based in part upon (i) tax counsel’s opinion that the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D-1 Notes and the Class D-2 Notes will be treated as debt for U.S. federal income tax purposes and (ii) the traditional debt features of the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D-1 Notes and the Class D-2 Notes, including the reasonable expectation of purchasers of such Notes that they will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. Based upon and subject to the foregoing and other considerations, and subject to the considerations described below, the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D-1 Notes and the Class D-2 Notes may be purchased by a Plan. Nevertheless, without regard to whether the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D-1 Notes and the Class D-2 Notes are considered equity interests, prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code may arise if such Notes are acquired with the assets of a Plan with respect to which the Co-Issuers, the Placement Agents, the Trustee, the Portfolio Manager, the Administrator or in certain circumstances, any of their respective affiliates, is a party in interest or a disqualified person. The Investor-Based Exemptions or the Service Provider Exemption may be available to cover such prohibited transactions.

By its acquisition of the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D-1 Notes and the Class D-2 Notes, each purchaser and subsequent transferee thereof will be deemed to have represented and warranted, on each day from the date on which such purchaser or transferee, as applicable, acquires its interest in such Class A Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes, Class D-1 Notes or Class D-2 Notes through and including the date on which such purchaser or transferee, as applicable, disposes of its interest in such Class A Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes, Class D-1 Notes or Class D-2 Notes, either that (a) it is neither a Plan nor any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity, nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the

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Code or (b) its acquisition, holding and disposition of a Class A Note, a Class B-1 Note, a Class B-2 Note, a Class C Note, a Class D-1 Note or a Class D-2 Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any substantially similar law).

The Class E Notes, the Class F Notes and the Subordinated Notes

Equity participation in an issuer of notes by “benefit plan investors” is “significant” and will cause the assets of the issuer to be deemed the assets of an investing Plan (in the absence of another applicable Plan Asset Regulations exception) if 25 percent. or more of the value of any class of equity interest in the issuer is held by “benefit plan investors” as calculated under the Plan Asset Regulations. The Pension Protection Act of 2006 effectively amended, by statute, the definition of “benefit plan investors” in the Plan Asset Regulations. Employee benefit plans that are not subject to the fiduciary responsibility provisions of Title I of ERISA and plans that are not subject to Section 4975 of the Code, such as U.S. governmental and church plans or non-U.S. plans, are not considered “benefit plan investors.” Accordingly, only employee benefit plans or plans subject to the fiduciary responsibility provisions of Title I of ERISA or Section 4975 of the Code or an entity whose underlying assets include plan assets by reason of such employee benefit plan’s or plan’s investment in the entity are considered in determining whether investment by “benefit plan investors” represents 25% or more of any class of equity of an issuer. Therefore, the term “benefit plan investor” includes (a) an employee benefit plan (as defined in Section 3(3) of Title I of ERISA) that is subject to the fiduciary responsibility provisions of ERISA, (b) a plan as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (c) any entity whose underlying assets include “plan assets” (within the meaning of the Plan Asset Regulations for purposes of ERISA or Section 4975 of the Code) by reason of any such employee benefit plan’s or plan’s investment in the entity and (d) as such term is otherwise defined in any regulations promulgated by the U.S. Department of Labor or under Section 3(42) of ERISA (collectively “Benefit Plan Investors”). For purposes of making the 25% determination, the value of any equity interests held by a person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Co-Issuers or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person (a “Controlling Person”), is disregarded. Under the Plan Asset Regulations, an “affiliate” of a person includes any person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with the person, and “control” with respect to a person other than an individual, means the power to exercise a controlling influence over the management or policies of such person. The Class E Notes, the Class F Notes and the Subordinated Notes will likely be considered equity investments for the purposes of applying Title I of ERISA and Section 4975 of the Code. Accordingly, purchasers and transferees of the Class E Notes, the Class F Notes and Subordinated Notes will make or be deemed to make representations as to their status as Benefit Plan Investors or Controlling Persons and/or to agree to certain transfer restrictions regarding their status as Benefit Plan Investors and/or Controlling Persons, as described in more detail below. Subordinated Notes (i) held as principal by the Portfolio Manager, the Placement Agents, the Trustee, any of their respective affiliates, employees of the Portfolio Manager and any charitable foundation of any such employees (other than any of such interests held as a Benefit Plan Investor) or (ii) held by persons that have represented that they are Controlling Persons will be disregarded (to the extent that such a Controlling Person is not a Benefit Plan Investor) and will not be treated as outstanding for purposes of determining compliance with such 25% limitation.

With respect to the Class E Notes and the Class F Notes acquired from the Issuer in the initial offering and Certificated Class E Notes and Certificated Class F Notes acquired from persons other than the Issuer, a purchaser will be required to represent and warrant and, with respect to any beneficial interest in a Class E Note or Class F Note evidenced by a Global Note acquired from persons other than the Issuer, a purchaser and any subsequent transferee will be deemed to have represented and warranted, on each day from the date on which such purchaser or subsequent transferee, as applicable, acquires its interest in such Class E Notes or Class F Notes through and including the date on which such purchaser or subsequent transferee, as applicable, disposes of its interest in such Class E Notes or Class F Notes, that (1) such purchaser or subsequent transferee, as applicable, is not a Benefit Plan Investor and (2) if it is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of such Class E Notes or Class F Notes will not constitute or result in a non-exempt violation under any such substantially similar law.

With respect to the Certificated Subordinated Notes, a purchaser and any subsequent transferee and, with respect to Regulation S Global Subordinated Notes acquired from the Issuer, a purchaser, will be required to represent and

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warrant, with respect to each day it holds such Subordinated Notes or any beneficial interest therein, (1) whether or not the purchaser or subsequent transferee, as applicable, is a Benefit Plan Investor, (2) whether or not the purchaser or subsequent transferee, as applicable, is a Controlling Person and (3) (a) if it is a Benefit Plan Investor, its acquisition, holding and disposition of such Subordinated Notes will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (b) if it is a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of such Subordinated Notes will not constitute or result in a non-exempt violation under any such substantially similar law. No Certificated Subordinated Notes (or Regulation S Global Subordinated Notes purchased from the Issuer) may be acquired by Benefit Plan Investors or Controlling Persons if it would cause the 25% limitation described above to be exceeded. Each purchaser and subsequent transferee, as applicable, of Regulation S Global Subordinated Notes, in each case from persons other than from the Issuer, will be deemed to have represented and warranted, on each day from the date on which such purchaser or subsequent transferee, as applicable, acquires its interest in such Subordinated Notes through and including the date on which such purchaser or subsequent transferee, as applicable, disposes of its interest in such Subordinated Notes, that (1) such purchaser or subsequent transferee, as applicable, is not a Benefit Plan Investor or Controlling Person and (2) if it is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of such Subordinated Notes will not constitute or result in a non-exempt violation under any such substantially similar law.

Further considerations

There can be no assurance that, despite the transfer restrictions relating to acquisitions by Benefit Plan Investors and Controlling Persons and the procedures to be employed to attempt to prohibit ownership by Benefit Plan Investors of the Class E Notes or the Class F Notes and to limit the Subordinated Notes to less than 25%, Benefit Plan Investors will not in actuality own 25% or more of the outstanding Class E Notes, Class F Notes or Subordinated Notes (or any other Class of Notes characterized as equity for purposes of ERISA or any other class of equity interests in the Co-Issuers).

If for any reason the assets of the Co-Issuers are deemed to be “plan assets” of a Plan because one or more Plans holds Class E Notes, Class F Notes or Subordinated Notes in excess of the above 25% limitation, certain transactions that the Co-Issuers might enter into, or may have entered into, in the ordinary course of business might constitute non-exempt “prohibited transactions” under Section 406 of ERISA or Section 4975 of the Code and might have to be rescinded at significant cost to the Co-Issuers. The Portfolio Manager might be considered an ERISA fiduciary, and as such may be prevented from engaging in certain investments (as not being deemed consistent with the ERISA prudent investment standards) or engaging in certain transactions or fee arrangements because they might be deemed to cause non-exempt prohibited transactions. It also is not clear that Section 403(a) of ERISA, which generally requires that all of the assets of an ERISA Plan be held in trust and limits delegation of investment management responsibilities by fiduciaries of ERISA Plans, would be satisfied. In addition, it is unclear whether Section 404(b) of ERISA, which generally provides that no fiduciary may maintain the indicia of ownership of any assets of a plan outside the jurisdiction of the district courts of the United States, would be satisfied or any of the exceptions to the requirement set forth in 29 C.F.R. Section 2550.404b 1 would be available.

Any Plan fiduciary or other person who proposes to use assets of any Plan to acquire any Offered Securities should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such an investment, and to confirm that such investment will not constitute or result in a non-exempt prohibited transaction or any other violation of an applicable requirement of ERISA.

The sale of any Offered Securities to a Plan, or to a person using assets of any Plan to effect its acquisition of any Offered Securities, is in no respect a representation by the Co-Issuers, the Placement Agents or the Portfolio Manager that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan.

The disclosure set forth in “The Portfolio Management Agreement” is intended to satisfy the alternative reporting option of Schedule C of the U.S. Department of Labor’s Form 5500, in addition to serving the other purposes for which the disclosure is provided.

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Legal investment considerations

Investors whose investment activities are subject to regulation by federal, state or local law or governmental authorities should review the applicable laws and/or rules, policies and guidelines adopted from time to time by such authorities before purchasing any Subordinated Notes or any Class of Secured Notes. No representation is made as to the proper characterization of the Offered Securities for legal investment or other purposes or as to the ability of particular investors to purchase any Subordinated Notes or any Class of Secured Notes under applicable law or other legal investment restrictions. Accordingly, all investors whose investment activities are subject to such laws and/or regulations, regulatory capital requirements or review by regulatory authorities should consult their own legal advisors in determining whether and to what extent the Offered Securities constitute a legal investment or are subject to investment, capital or other restrictions.

None of the Issuer, the Co-Issuer, the Portfolio Manager, the Placement Agents, the Collateral Administrator or the Trustee make any representation as to the proper characterization of the Offered Securities for legal investment or other purposes, as to the ability of particular investors to purchase the Offered Securities for legal investment or other purposes or as to the ability of particular investors to purchase the Offered Securities under applicable investment restrictions. All institutions the activities of which are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult their own legal advisors in determining whether and to what extent the Offered Securities are subject to investment, capital or other restrictions. Without limiting the generality of the foregoing, none of the Issuer, the Co-Issuer, the Portfolio Manager, the Placement Agents, the Collateral Administrator or the Trustee makes any representation as to the characterization of the Offered Securities as a U.S.-domestic or foreign (non-U.S.) investment under any state insurance code or related regulations, and they are not aware of any published precedent that addresses such characterization. Although they are not making any such representation, the Co-Issuers understand that the New York State Insurance Department, in response to a request for guidance, has been considering the characterization (as U.S.-domestic or foreign (non-U.S.)) of certain collateralized debt obligation securities co-issued by a non-U.S. issuer and a U.S. co-issuer. There can be no assurance as to the nature of any advice or other action that may result from such consideration. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the Offered Securities) may affect the liquidity of the Offered Securities.

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PLAN OF DISTRIBUTION

Subject to the terms and conditions contained in a placement agency agreement (the “Placement Agency Agreement”) to be entered into among the Co-Issuers and the Placement Agents, the Notes will be placed in privately negotiated transactions by the Placement Agents except that any Notes sold to the Portfolio Manager or any of its employees, affiliates or clients or to any affiliate, employee or principal of the Placement Agents will be sold directly by the Issuer in privately negotiated transactions and the Placement Agents will not act as placement agents with respect to such sales. The Placement Agents or their affiliates may, but are not obligated to, purchase Notes (including upon their initial issuance), and it is anticipated that a PNC Company will purchase at least a Majority of the Class A Notes for its own account on the Closing Date. Any Notes purchased by a Placement Agent (or an affiliate of a Placement Agent) may be sold by such Placement Agent or affiliate at any time.

The Notes will be offered by the Placement Agents on behalf of the Co-Issuers from time to time in negotiated transactions at varying prices to be determined in each case at the time of sale.

The Placement Agency Agreement will provide that the obligations of the Placement Agents to act as placement agents of the Co-Issuers thereunder are subject to certain conditions.

In the Placement Agency Agreement, each of the Issuer and the Co-Issuer will agree to indemnify the Placement Agents against certain liabilities under the securities laws or to contribute to payments the Placement Agents may be required to make in respect thereof. In addition, each of the Issuer and the Co-Issuer will agree to reimburse the Placement Agents for certain of their expenses incurred in connection with the closing of the transactions contemplated hereby. The Placement Agents will receive certain consideration from Co-Issuers pursuant to the Placement Agency Agreement.

The offering of the Offered Securities has not been and will not be registered under the Securities Act and may not be offered or sold in non-offshore transactions except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

No action has been taken or is being contemplated by the Co-Issuers that would permit a public offering of the Offered Securities or possession or distribution of this Offering Circular or any amendment thereof, or supplement thereto or any other offering material relating to the Offered Securities in any jurisdiction (other than Ireland) where, or in any other circumstances in which, action for those purposes is required. No offers, sales or deliveries of any Offered Securities, or distribution of this Offering Circular or any other offering material relating to the Offered Securities, may be made in or from any jurisdiction except in circumstances that will result in compliance with any applicable laws and regulations and will not impose any obligations on the Co-Issuers or the Placement Agents. Because of the restrictions contained in this Offering Circular, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or transfer of the Offered Securities.

In the Placement Agency Agreement, the Placement Agents will agree that they will place the Notes only to or with, in each case, purchasers who satisfy the requirements set forth under “Description of the Offered Securities—Form, Denomination and Registration of the Offered Securities.” In the Placement Agency Agreement, the Placement Agent will also agree that they will send to each other dealer to which they sell Offered Securities pursuant to Regulation S during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of Offered Securities in non-offshore transactions or to, or for the account or benefit of, U.S. persons. Until 40 days after completion of the distribution by the Co-Issuers, an offer or sale of Offered Securities, in a non-offshore transaction by a dealer (whether or not participating in the Offering) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise than pursuant to Rule 144A or, in the case of the Subordinated Notes, a transaction exempt from the registration requirements under the Securities Act.

Resales of the Offered Securities offered in reliance on Rule 144A or in a transaction exempt from the registration requirements under the Securities Act, as the case may be, are restricted as described under “Transfer Restrictions.” Beneficial interests in a Regulation S Global Note may not be held by a U.S. person at any time, and resales of the Offered Securities offered in offshore transactions to non-U.S. persons in reliance on Regulation S may be effected only in accordance with the transfer restrictions described herein. As used in this paragraph, the term “U.S. person” has the meaning given to such term by Regulation S.

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The Offered Securities are a new issue of securities for which there is currently no market. The Placement Agents are not under any obligation to make a market in any Class of Offered Securities and any market making activity, if commenced, may be discontinued at any time. There can be no assurance that a secondary market for any Class of Offered Securities will develop, or if one does develop, that it will continue. Accordingly, no assurance can be given as to the liquidity of or trading market for the Offered Securities.

In connection with the offering of the Offered Securities, the Placement Agents may, as permitted by applicable law, overallot or effect transactions that stabilize or maintain the market price of the Offered Securities at a level which might not otherwise prevail in the open market. The stabilizing, if commenced, may be discontinued at any time.

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TRANSFER RESTRICTIONS

Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or transfer of the Offered Securities.

The Offered Securities have not been registered under the Securities Act or any state securities or “Blue Sky” laws or the securities laws of any other jurisdiction and, accordingly, may not be reoffered, resold, pledged or otherwise transferred except in accordance with the restrictions described herein and set forth in the Indenture.

Without limiting the foregoing, by holding an Offered Security, each holder will acknowledge and agree, among other things, that such holder understands that neither of the Co-Issuers is registered as an investment company under the Investment Company Act, and that the Co-Issuers are exempt from registration as such by virtue of Section 3(c)(7) of the Investment Company Act. Section 3(c)(7) excepts from the provisions of the Investment Company Act those issuers who privately place their securities solely to persons who at the time of purchase are Qualified Purchasers or Knowledgeable Employees. In general terms, Qualified Purchaser is defined to mean, among other things, any natural person who owns not less than $5,000,000 in investments; any person who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments; and trusts as to which both the settlor and the decision-making trustee are Qualified Purchasers (but only if such trust was not formed for the specific purpose of making such investment). In general terms, Knowledgeable Employees is defined to mean, among other things, executive officers, directors and certain investment professionals and employees of an issuer and its related investment manager.

Global Notes

Each initial purchaser of Subordinated Notes represented by an interest in a Regulations S Global Subordinated Note will be required to represent and warrant, in the form specified in the applicable documents, and each initial purchaser and each transferee of Secured Notes represented by an interest in a Global Note and each transferee of Subordinated Notes represented by an interest in a Regulation S Global Subordinated Note will be deemed to have represented and agreed as follows (except as may be expressly agreed in writing between the Co-Issuers and any initial purchasers):

(i) In connection with the purchase of such Offered Securities: (A) none of the Co-Issuers, the Portfolio Manager, the Trustee, the Collateral Administrator, the Placement Agents or any of their respective affiliates is acting as a fiduciary or financial or investment adviser for such beneficial owner; (B) such beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Co-Issuers, the Portfolio Manager, the Trustee, the Collateral Administrator or the Placement Agents or any of their respective affiliates other than any statements in the final offering circular for such Offered Securities, and such beneficial owner has read and understands such final offering circular; (C) such beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the Co-Issuers, the Portfolio Manager, the Trustee, the Collateral Administrator or the Placement Agents or any of their respective affiliates; (D) such beneficial owner is either (1) (except in the case of the Regulation S Global Subordinated Notes) both (a) a qualified institutional buyer (as defined under Rule 144A under the Securities Act) that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25 million in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(d) or (a)(1)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan and (b) a “qualified purchaser” for purposes of Section 3(c)(7) of the Investment Company Act or (2) not a “U.S. person” as defined in Regulation S and is acquiring the Offered Securities in an offshore transaction (as defined in Regulation S) in reliance on the exemption from registration provided by Regulation S; (E) such beneficial owner is acquiring its interest in such Offered Securities for its own account; (F) such beneficial owner was not formed for the purpose of investing in such Offered Securities; (G) such beneficial owner understands that the Issuer may receive a list of participants holding interests in the Offered Securities from one or more

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book-entry depositories; (H) such beneficial owner will hold and transfer at least the minimum denomination of such Offered Securities and (I) such beneficial owner will provide notice of the relevant transfer restrictions to subsequent transferees; provided, that in the case of clauses (A), (B) and (C) above, the Portfolio Manager or an affiliate of the Portfolio Manager may have acted as financial and investment adviser to certain accounts for the benefit of certain beneficial owners of Notes managed by the Portfolio Manager or such affiliate of the Portfolio Manager and in that capacity has provided, and in the future may provide, advice to such beneficial owners of Notes.

(ii) Each initial purchaser and each transferee of Secured Notes (other than Class E Notes and Class F Notes) will be deemed to have represented and warranted that on each day from the date on which such purchaser or transferee, as applicable, acquires its interest in a Co-Issued Note through and including the date on which such purchaser or transferee, as applicable, disposes of its interest in such Note, either that (A) it is neither a Plan nor any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity, nor a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (B) its purchase, acquisition and disposition of a Co-Issued Note, as applicable, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any substantially similar law).

In the case of Class E Notes and the Class F Notes, on each day from the date on which such purchaser or transferee, as applicable, acquires its interest in such Class E Notes or Class F Notes through and including the date on which such purchaser or transferee, as applicable, disposes of its interest in such Class E Notes or Class F Notes, that (1) such purchaser or transferee, as applicable, is not a Benefit Plan Investor and (2) if it is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of such Class E Notes or Class F Notes will not constitute or result in a non-exempt violation under any such substantially similar law.

Each purchaser of Regulation S Global Subordinated Notes from the Issuer will be required to represent and warrant, with a certificate substantially in the form of Annex A-2 hereto, with respect to each day it holds such Regulation S Global Subordinated Note or any beneficial interest therein, (1) whether or not the purchaser or transferee is a Benefit Plan Investor, (2) whether or not the purchaser or transferee is a Controlling Person and (3) (a) if it is a Benefit Plan Investor, its acquisition, holding and disposition of Regulation S Global Subordinated Notes will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (b) if it is a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of Regulation S Global Subordinated Notes will not constitute or result in a non-exempt violation under any such substantially similar law. Each purchaser from the Issuer of a Regulation S Global Subordinated Note that fails to provide the certification described in the prior sentence will be deemed to have represented and warranted, with respect to each day it holds such Regulation S Global Subordinated Note or any beneficial interest therein, that (1) such purchaser is not a Benefit Plan Investor or Controlling Person and (2) if the purchaser is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of Regulation S Global Subordinated Notes will not constitute or result in a non-exempt violation under any such substantially similar law. Such purchaser or transferee, as applicable, acknowledges that no Regulation S Global Subordinated Notes may be acquired by any purchaser or transferee, as applicable, that is a Benefit Plan Investor or Controlling Person if it would cause 25% or more of the value of the Subordinated Notes to be held by Benefit Plan Investors. Each purchaser or transferee of Regulation S Global Subordinated Notes from persons other than the Issuer will be deemed to have represented and warranted, with respect to each day it holds such Regulation S Global Subordinated Note or any beneficial interest therein, that (1) such purchaser or transferee is not a Benefit Plan Investor or Controlling Person and (2) if the purchaser or transferee is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of Regulation S Global Subordinated Notes will not constitute or result in a non-exempt violation under any such substantially similar law. No Regulation S Global Subordinated Notes may be acquired from persons other than the Issuer by Benefit Plan Investors or Controlling Persons. Any purported transfer of the Regulation S Global Subordinated

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Notes, or any interest therein, to a purchaser or transferee that does not comply with the requirements of this paragraph will be of no force and effect, shall be null and void ab initio and the Issuer will have the right to direct the purchaser to transfer the Subordinated Notes, or any interest therein, as applicable, to a person who meets the foregoing criteria.

(iii) Such beneficial owner understands that such Offered Securities are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, such Offered Securities have not been and will not be registered under the Securities Act, and, if in the future such beneficial owner decides to offer, resell, pledge or otherwise transfer such Offered Securities, such Offered Securities may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of the Indenture and the legend on such Offered Securities. Such beneficial owner acknowledges that no representation has been made as to the availability of any exemption under the Securities Act or any state securities laws for resale of such Offered Securities. Such beneficial owner understands that neither of the Co-Issuers has been registered under the Investment Company Act, and that the Co-Issuers are exempt from registration as such by virtue of Section 3(c)(7) of the Investment Company Act.

(iv) It is aware that, except as otherwise provided in the Indenture, any Secured Notes or Regulation S Global Subordinated Notes being sold to it in reliance on Regulation S will be represented by one or more Regulation S Global Notes and that in each case beneficial interests therein may be held only through DTC for the respective accounts of Euroclear or Clearstream.

(v) It will provide notice to each person to whom it proposes to transfer any interest in the Secured Notes of the transfer restrictions and representations set forth in the Indenture.

(vi) Any purported transfer of a Secured Note, or any interest therein, to a purchaser or transferee that does not comply with the requirements specified in the Indenture, the Note, this Offering Circular and any applicable transfer certification, as applicable, will be of no force and effect and shall be null and void ab initio.

Certificated Secured Notes

No purchase or transfer of a Certificated Secured Note will be recorded or otherwise recognized unless the purchaser thereof has provided the Trustee with a certificate substantially in the form of Annex A-1 (which, in the case of the initial investors in the Certificated Secured Notes, will be in the form of a representation letter containing substantially the same representations as set forth in Annex A-1).

Subordinated Notes

No purchase or transfer of a Certificated Subordinated Note will be recorded or otherwise recognized unless the purchaser thereof has provided the Trustee with certificates substantially in the form of Annex A-1 (which, in the case of the initial investors in the Subordinated Notes, will be in the form of a representation letter containing substantially the same representations as set forth in Annex A-1) and Annex A-2 hereto.

Additional Restrictions

No transfer of any Subordinated Notes will be effective, and the Trustee will not recognize any such transfer, if it may result in 25% or more of the value of the Subordinated Notes being held by Benefit Plan Investors (the “25% Limitation”). For purposes of this determination, the value of equity interests held by the Placement Agents, the Trustee, the Portfolio Manager and certain of their affiliates (other than those interests held by a Benefit Plan Investor) or a person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Co-Issuers or that provides investment advice for a fee (direct or indirect) with respect to such assets (or any affiliate of such a person) is disregarded. See “ERISA and Legal Investment Considerations.”

Each purchaser of Regulation S Global Subordinated Notes from the Issuer will be required to represent and warrant, with certificates substantially in the form of Annex A-2 hereto (or another form of certification acceptable to the Issuer and the Trustee), with respect to each day it holds such Regulation S Global Subordinated Note or any beneficial interest therein.

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

Each purchaser has read the summary of the U.S. federal income tax considerations in “Certain Tax Considerations.” Each purchaser will treat the characterization of the Notes as debt or equity for U.S. tax purposes in a manner consistent with the treatment of such Notes by the Issuer as described in “Certain Tax Considerations” and will take no action inconsistent with such treatment.

Each purchaser has read the summary of the provisions related to no petitions for bankruptcy in “Description of the Offered Securities – No Petitions for Bankruptcy.” Each purchaser will not institute against, or join any other person in instituting against, either of the Co-Issuers or any ETB Subsidiary any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar laws until the date which is one year plus one day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes. Each purchaser understands that the foregoing restrictions are a material inducement for each holder and beneficial owner of the Notes to acquire such Notes and for the Issuer, the Co-Issuer and the Portfolio Manager to enter into the Indenture (in the case of the Issuer and the Co-Issuer) and the other applicable transaction documents and are an essential term of the Indenture and that any holder or beneficial owner of a Note, the Portfolio Manager or either of the Co-Issuers may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar laws.

Each purchaser understands that the Issuer may require certification acceptable to it (i) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (ii) to enable the Issuer to qualify for a reduced rate of withholding in any jurisdiction from or through which the Issuer receives payments on its assets. Each purchaser agrees to provide any such certification that is requested by the Issuer.

Each holder and beneficial owner of a Note that is not a “United States person” (as defined in Section 7701(a)(30) of the Code) will make, or by acquiring such Note or an interest therein will be deemed to make, a representation to the effect that (a) either (i) it is not a bank (or an affiliate of a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), or (ii) it is a person that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States, and (b) it is not purchasing the Note in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan.

Each purchaser, beneficial owner and subsequent transferee of a Note or interest therein, by acceptance of such Note or an interest in such Note, will be deemed to have agreed (1) to provide the Issuer and Trustee (i) any information as is necessary (in the sole determination of the Issuer or the Trustee, as applicable) for the Issuer and the Trustee to determine whether such purchaser, beneficial owner or transferee is a United States person or a United States owned foreign entity (as described in Section 1471(d)(3) of the Code) (“United States owned foreign entity”) and (ii) any additional information that the Issuer or its agent requests in connection with FATCA and (2) if it is a United States person or a United States owned foreign entity that is a holder or beneficial owner of Notes or an interest therein as of January 1, 2014 or that acquires an interest in the Notes after January 1, 2014 to be required to (x) provide the Issuer and Trustee its name, address, U.S. taxpayer identification number and any other information requested (in connection with FATCA) by the Issuer or its agent upon request and (y) by January 1, 2014 or, if such holder or beneficial owner acquires an interest in the Notes after that date, by the date it acquires such interest, update any such information provided in clause (x) promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. Each purchaser and subsequent transferee of Notes will be required or deemed to acknowledge that the Issuer may provide such information and any other information concerning its investment in the Notes to the U.S. Internal Revenue Service (or relevant Cayman Islands authority). Each purchaser and subsequent transferee of Notes will be required or deemed to understand and acknowledge that the Issuer has the right, hereunder, to compel any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements to sell its interest in such Note, or may sell such interest on behalf of such owner

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following the procedures and timeframe relating to Non-Permitted Holders and may assign to the Notes held by such beneficial owner a separate CUSIP number or numbers. In addition, each purchaser and subsequent transferee of Notes will be required or deemed to understand and acknowledge that the Issuer has the right, under the Indenture, to withhold (without an obligation to gross up) on any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements.

Legends

The Secured Notes in the form of a Global Note and the Certificated Secured Notes will bear a legend substantially to the following effect unless the Issuer determines otherwise in compliance with applicable law:

[This Note has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States, and may be reoffered, resold, pledged or otherwise transferred only (A) to a person that is both (x) a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act) in reliance on the exemption from Securities Act registration provided by such rule that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25 million in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(d) or (a)(1)(e) of Rule 144A or a trust fund referred to in paragraph (a)(1)(f) of Rule 144A that holds the assets of such plan, if investment decisions with respect to the plan are made by the beneficiaries of the plan and (y) a “Qualified Purchaser” (as defined for purposes of Section 3(c)(7) of the Investment Company Act) or (B) to a person that is not a “U.S. person” (as defined in Regulation S under the Securities Act) and is acquiring this Note in reliance on the exemption from Securities Act registration provided by such regulation, and in each case in compliance with the certification and other requirements specified in the Indenture referred to herein and in compliance with any applicable securities law of any applicable jurisdiction. The Issuer has the right, under the Indenture, to compel any beneficial owner of an interest in a Secured Note that is a U.S. person and is not a Qualified Purchaser and a Qualified Institutional Buyer to sell its interest in the Notes, or may sell such interest on behalf of such owner.]1

[This Note has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States, and may be reoffered, resold, pledged or otherwise transferred only to (a) (1) (x) a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act) in reliance on the exemption from Securities Act registration provided by such rule that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25 million in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(d) or (a)(1)(e) of Rule 144A or a trust fund referred to in paragraph (a)(1)(f) of Rule 144A that holds the assets of such a plan, if investment decisions with respect to the plan are made by the beneficiaries of the plan or (y) an accredited investor (as defined in Rule 501(a) under the Securities Act) who, if not an “institutional” accredited investor meeting the requirements of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, is a “Knowledgeable Employee” (as defined in Rule 3c-5 under the Investment Company Act) with respect to the Issuer that is (2) a “Qualified Purchaser” (as defined for purposes of Section 3(c)(7) of the Investment Company Act), a “Knowledgeable Employee” (as defined in Rule 3c-5 under the Investment Company Act) with respect to the Issuer or an entity exclusively owned by Knowledgeable Employees and/or Qualified Purchasers or (b) to a person that is not a “U.S. person” (as defined in Regulation S under the Securities Act) and is acquiring this Note in reliance on the exemption from Securities Act registration provided by such regulation, and in each case in compliance with the certification and other requirements specified in the Indenture referred to herein and in compliance with any applicable securities law of any applicable jurisdiction. The Issuer has the right, under the Indenture, to compel any beneficial owner of an interest in a Note that is

1 Applicable only to the Co-Issued Notes.

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a U.S. person and does not comply with the foregoing restrictions to sell its interest in the Notes, or may sell such interest on behalf of such owner.]2

[By its acquisition of Co-Issued Notes (the “ERISA Debt Securities”), each purchaser and subsequent transferee will be deemed to have represented and warranted or required to represent and warrant, as applicable, at the time of its acquisition and throughout the period it holds such ERISA Debt Security, that either (x) it is not an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, any entity whose underlying assets are deemed to include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity, or a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (y) its acquisition, holding and disposition of the ERISA Debt Security will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation of any substantially similar law). Any purported transfer of an ERISA Debt Security, or any interest therein, to a purchaser or transferee that does not comply with the requirements specified in the Indenture, this Note, the Offering Circular and any applicable transfer certification, as applicable, will be of no force and effect and shall be null and void ab initio.]3

[Each purchaser and each subsequent transferee of this Note will be deemed to have represented and warranted, at the time of its acquisition and throughout the period that it holds such Note or any interest herein, that (1) it is not an “employee benefit plan” (as defined in Section 3(3) of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the fiduciary responsibility provisions of Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, any entity whose underlying assets are deemed to include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity or a “benefit plan investor” as such term is otherwise defined in any regulations promulgated by the U.S. Department of Labor or under Section 3(42) of ERISA (collectively, “benefit plan investors”) and (2) if it is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt violation under any such substantially similar law. Any purported transfer of this Note, or any interest therein to a purchaser or transferee that does not comply with the requirements specified in the Indenture, this Note, the Offering Circular and any applicable transfer certification, as applicable, will be of no force and effect and shall be null and void ab initio.]4

[Any transfer, pledge or other use of this Note for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein, unless the Note is presented by an authorized representative of the Depository Trust Company (“DTC”), New York, New York, to the Co-Issuers or their agent for registration of transfer, exchange or payment and any Note issued is registered in the name of Cede & Co. or of such other entity as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co.).

Transfers of this Note shall be limited to transfers in whole, but not in part, to nominees of DTC or to a successor thereof or such successor’s nominee and transfers of portions of this

2 Applicable only to the Class E Notes and Class F Notes. 3 Applicable only to the Co-Issued Notes. 4 Applicable only to the Class E Notes and Class F Notes.

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Note shall be limited to transfers made in accordance with the restrictions set forth in the Indenture referred to herein.]5

Principal of this Note is payable as set forth herein. Accordingly, the outstanding principal of this Note at any time may be less than the amount shown on the face hereof. Any person acquiring this Note may ascertain its current principal amount by inquiry of the Trustee.

The failure to provide the Issuer, the Trustee and any Paying Agent with the applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or successor applicable form) in the case of a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986 (the “Code”) or an appropriate Internal Revenue Service Form W-8 (or successor applicable form) in the case of a person that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or the Holder FATCA Information) may result in the imposition of U.S. federal withholding tax or back-up withholding tax upon payments to the holder in respect of this Note.

The failure to provide the Issuer, the Trustee and any Paying Agent with any information reasonably requested by the Issuer or the Paying Agent to enable the Issuer or Paying Agent to comply with any reporting agreements with the U.S. Internal Revenue Service may result in the imposition of U.S. federal withholding upon payments to the holder in respect of this Note (and may cause the forced sale or transfer of such Note).

Each holder and beneficial owner of this Note (including a holder or beneficial owner of this Note that receives a definitive physical Note pursuant to the succeeding sentence) agrees to (i) provide the Issuer (or an authorized agent of the Issuer) with the Holder FATCA Information, (ii) permit the Issuer, the Portfolio Manager and Trustee (on behalf of the Issuer) to share such information with the IRS (or relevant Cayman Islands authority) and (iii) permit the Issuer or Portfolio Manager to (x) compel or effect the sale of this Note if such holder or beneficial owner fails to sell its Notes within 30 days of notice from the Issuer or the Portfolio Manager of its failure to comply with the foregoing requirements (y) assign to such Note a separate CUSIP number or numbers and (z) make other amendments to the Indenture to enable the Issuer to comply with FATCA (including providing for remedies against, or imposing penalties upon, any Holder or beneficial owner who fails to deliver the Holder FATCA Information or is a Non-Compliant FFI). [A clearing organization that holds this Note on behalf of a beneficial owner may convert this Note from a Global Note to a definitive physical Note, upon request from such beneficial owner or the Holder of this Note, if it is unable to obtain the Holder FATCA Information from such beneficial owner or the Holder of this Note.]6

Each holder and beneficial owner of this Note, by acceptance of such Note, or its interest in such Note, as the case may be, shall be deemed to have agreed to treat, and shall treat, such Note as debt for U.S. federal income tax purposes.

[The Class [] Notes represented by this certificate are being issued with original issue discount (“OID”). The issue price, total amount of OID, Issue Date and yield to maturity may be obtained by contacting the Issuer at Gallatin CLO V 2013-1, Ltd., c/o MaplesFS Limited, PO Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands.]7

5 Applicable only to the Global Notes. 6 Applicable only to the Global Notes. 7 Legend to be included for any Secured Notes treated as issued with OID.

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into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(a) of the Code), or (ii) it is a person that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States and (b) it is not purchasing the Note in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan.

Each holder and beneficial owner of this Note will not institute against, or join any other person in instituting against, either of the Co-Issuers or any ETB Subsidiary any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar laws until the date which is one year plus one day (or, if longer, the applicable preference period then in effect) after the payment in full of all Notes. Each holder and beneficial owner of this Note understands that the foregoing restrictions are a material inducement for each other holder and beneficial owner of the Notes to acquire such Notes and for the Issuer, the Co-Issuer and the Portfolio Manager to enter into the Indenture (in the case of the Issuer and the Co-Issuer) and the other applicable transaction documents and are an essential term of the Indenture and that any holder or beneficial owner of a Note, the Portfolio Manager or either of the Co-Issuers may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar laws.

The Regulation S Global Subordinated Notes will bear a legend substantially to the following effect unless the Issuer determines otherwise in compliance with applicable law:

This Subordinated Note has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States, and may be reoffered, resold, pledged or otherwise transferred only (a) (1) to a “Qualified Purchaser” (as defined for purposes of Section 3(c)(7) of the Investment Company Act), a “Knowledgeable Employee” (as defined in Rule 3c-5 under the Investment Company Act of 1940, as amended) with respect to the Issuer or an entity exclusively owned by Knowledgeable Employees and/or Qualified Purchasers that is (2) (x) a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act) in reliance on the exemption from Securities Act registration provided by such rule or (y) an accredited investor (as defined in Rule 501(a) under the Securities Act) who, if not an “institutional” accredited investor meeting the requirements of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, is a Knowledgeable Employee with respect to the Issuer or (b) to a person that is not a “U.S. person” (as defined in Regulation S under the Securities Act) and is acquiring this Subordinated Note in reliance on the exemption from Securities Act registration provided by such regulation, and in each case in compliance with the certification and other requirements specified in the Indenture referred to herein and in compliance with any applicable securities law of any applicable jurisdiction. The Issuer has the right, under the Indenture, to compel any beneficial owner of an interest in a Subordinated Note that is a U.S. person and does not comply with the foregoing restrictions to sell its interest in the Subordinated Notes, or may sell such interest on behalf of such owner.

Each purchaser of this Subordinated Note from the Issuer will be required to represent and warrant, with respect to each day it holds the Subordinated Note or any beneficial interest therein, in the form specified in the Indenture, this Note, the Offering Circular and any applicable transfer certification, as applicable, (unless otherwise agreed to by the Issuer) (1) whether or not it is (a) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the fiduciary responsibility provisions of Title I of ERISA, a “plan” as defined in

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Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity or a “benefit plan investor” as such term is otherwise defined in any regulations promulgated by the U.S. Department of Labor or under Section 3(42) of ERISA (collectively, “Benefit Plan Investors”) or (b) a person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Issuer or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person (a “Controlling Person”) and (2) (a) if it is a Benefit Plan Investor, its acquisition, holding and disposition of a Subordinated Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (b) if it is a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of a Subordinated Note will not constitute or result in a non-exempt violation under any such substantially similar law. Each purchaser from the Issuer of a Subordinated Note that fails to provide the certification described in the prior sentence will be deemed to have represented and warranted, with respect to each day it holds such Subordinated Note or any beneficial interest therein, that (1) such purchaser is not a Benefit Plan Investor or Controlling Person and (2) if the purchaser is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of Subordinated Notes will not constitute or result in a non-exempt violation under any such substantially similar law. No transfer or purchase of this Subordinated Note will be effective if it would cause 25% or more of the value of the Subordinated Notes to be held by Benefit Plan Investors. Each purchaser or transferee of this Subordinated Note from persons other than the Issuer will be deemed to have represented and warranted with respect to each day it holds such Regulation S Subordinated Global Note or any beneficial interest herein that (1) such purchaser or transferee is not a Benefit Plan Investor or Controlling Person and (2) if such purchaser or transferee is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of Regulation S Global Subordinated Note will not constitute or result in a non-exempt violation under any such substantially similar law. No Regulation S Global Subordinated Notes may be acquired from persons other than the Issuer by Benefit Plan Investors or Controlling Persons. Each purchaser and transferee further understands and agrees that any purported transfer of the Subordinated Notes, or any interest therein, to a purchaser or transferee that does not comply with the requirements as specified in the Indenture, this Note, the Offering Circular and any applicable transfer certification, as applicable, will be of no force and effect, shall be null and void ab initio and the Issuer will have the right to direct the purchaser to transfer the Subordinated Notes, or any interest therein, as applicable, to a person who meets the foregoing criteria.

Any transfer, pledge or other use of this Note for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein, unless the Note is presented by an authorized representative of the Depository Trust Company (“DTC”), New York, New York, to the Co-Issuers or their agent for registration of transfer, exchange or payment and any Note issued is registered in the name of Cede & Co. or of such other entity as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co.)

Transfers of this Note shall be limited to transfers in whole, but not in part, to nominees of DTC or to a successor thereof or such successor’s nominee and transfers of portions of this Note shall be limited to transfers made in accordance with the restrictions set forth in the Indenture referred to herein.

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Distributions of Principal Proceeds and Interest Proceeds to the holder of the Subordinated Notes represented hereby are subordinate to the payment on each Payment Date of principal of and interest on the Secured Notes of the Issuer and the payment of certain other amounts, to the extent and as described in the Indenture governing such Secured Notes.

The failure to provide the Issuer, the Trustee and any Paying Agent with the applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or successor applicable form) in the case of a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code or an appropriate Internal Revenue Service Form W-8 (or successor applicable form) in the case of a person that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or the Holder FATCA Information) may result in the imposition of U.S. federal withholding tax or back-up withholding tax upon payments to the holder in respect of this Subordinated Note.

Each holder and beneficial owner of this Note (including a holder or beneficial owner of a Note that receives a definitive physical Note pursuant to the succeeding sentence) agrees to (i) provide the Issuer (or its authorized agent) with the Holder FATCA Information, (ii) permit the Issuer, the Portfolio Manager and Trustee (on behalf of the Issuer) to share such information with the IRS (or relevant Cayman Islands authority) and (iii) permit the Issuer or Portfolio Manager to (x) compel or effect the sale of this Note if such holder or beneficial owner fails to sell its Notes within 30 days of notice from the Issuer or the Portfolio Manager of its failure to comply with the foregoing requirements, (y) assign to such Note a separate CUSIP number or numbers and (z) make other amendments to the Indenture to enable the Issuer to comply with FATCA (including providing for remedies against, or imposing penalties upon, any Holder or beneficial owner who fails to deliver the Holder FATCA Information or is a Non-Compliant FFI). A clearing organization that holds this Note on behalf of a beneficial owner may convert this Note from a Global Note to a definitive physical Note, upon request from such beneficial owner or the Holder of this Note, if it is unable to obtain the Holder FATCA Information from such beneficial owner or the Holder of this Note.

Each holder and beneficial owner of this Note that is not a “United States person” (as defined in Section 7701(a)(30) of the Code) will make, or by acquiring such Note or an interest therein will be deemed to make, a representation to the effect that (a) either (i) it is not a bank (or an affiliate of a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(a) of the Code), or (ii) it is a person that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States and (b) it is not purchasing the Note in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan.

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the applicable preference period then in effect) after the payment in full of all Notes. Each holder and beneficial owner of this Note understands that the foregoing restrictions are a material inducement for each other holder and beneficial owner of the Notes to acquire such Notes and for the Issuer, the Co-Issuer and the Portfolio Manager to enter into the Indenture (in the case of the Issuer and the Co-Issuer) and the other applicable transaction documents and are an essential term of the Indenture and that any holder or beneficial owner of a Note, the Portfolio Manager or either of the Co-Issuers may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar laws.

The Certificated Subordinated Notes will bear a legend substantially to the following effect unless the Issuer determines otherwise in compliance with applicable law:

This Subordinated Note has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States, and may be reoffered, resold, pledged or otherwise transferred only (a) (1) to a “Qualified Purchaser” (as defined for purposes of Section 3(c)(7) of the Investment Company Act), a “Knowledgeable Employee” (as defined in Rule 3c-5 under the Investment Company Act of 1940, as amended) with respect to the Issuer or an entity exclusively owned by Knowledgeable Employees and/or Qualified Purchasers that is (2) (x) a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act) in reliance on the exemption from Securities Act registration provided by such rule or (y) an accredited investor (as defined in Rule 501(a) under the Securities Act) who, if not an “institutional” accredited investor meeting the requirements of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, is a Knowledgeable Employee with respect to the Issuer or (b) to a person that is not a “U.S. person” (as defined in Regulation S under the Securities Act) and is acquiring this Subordinated Note in reliance on the exemption from Securities Act registration provided by such regulation, and in each case in compliance with the certification and other requirements specified in the Indenture referred to herein and in compliance with any applicable securities law of any applicable jurisdiction. The Issuer has the right, under the Indenture, to compel any beneficial owner of an interest in a Subordinated Note that is a U.S. person and does not comply with the foregoing restrictions to sell its interest in the Subordinated Notes, or may sell such interest on behalf of such owner.

Each purchaser of a Certificated Subordinated Note and each subsequent transferee will be required to represent and warrant, in the form specified in the Indenture, this Note, the Offering Circular and any applicable transfer certification, as applicable, with respect to each day it holds such Certificated Subordinated Note or any beneficial interest herein, (1) whether or not it is (a) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the fiduciary responsibility provisions of Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, any entity whose underlying assets include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity or a “benefit plan investor” as such term is defined in any regulations promulgated by the U.S. Department of Labor or under Section 3(42) of ERISA (collectively, “Benefit Plan Investors”) or (b) a person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Issuer or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person (a “Controlling Person”) and (2) (a) if it is a Benefit Plan Investor, its acquisition, holding and disposition of a Certificated Subordinated Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (b) if it is a governmental, church, non-U.S. or other plan which is subject to any federal, state, local or non-U.S. law that is substantially similar to the

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provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of a Certificated Subordinated Note will not constitute or result in a non-exempt violation under any such substantially similar law. No purchase or transfer of a Certificated Subordinated Note will be effective if it would cause 25% or more of the value of the Subordinated Notes to be held by Benefit Plan Investors. Each purchaser and transferee further understands and agrees that any purported transfer of the Certificated Subordinated Notes, or any interest therein, to a purchaser or transferee that does not comply with the requirements as specified in the Indenture, this Note, the Offering Circular and any applicable transfer certification, as applicable, will be of no force and effect, shall be null and void ab initio, and the Issuer will have the right to direct the purchaser to transfer the Certificated Subordinated Notes, or any interest therein, as applicable, to a person who meets the foregoing criteria.

The failure to provide the Issuer, the Trustee and any Paying Agent with the applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or successor applicable form) in the case of a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code or an appropriate Internal Revenue Service Form W-8 (or successor applicable form) in the case of a person that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or the Holder FATCA Information) may result in the imposition of U.S. federal withholding tax or back-up withholding tax upon payments to the holder in respect of this Subordinated Note.

Each holder and beneficial owner of this Subordinated Note (including a holder or beneficial owner of a Note that receives a definitive physical Note pursuant to the succeeding sentence) agrees to (i) provide the Issuer (or its authorized agent) with the Holder FATCA Information, (ii) permit the Issuer, the Portfolio Manager and Trustee (on behalf of the Issuer) to share such information with the IRS (or relevant Cayman Islands authority) and (iii) permit the Issuer or Portfolio Manager to (x) compel or effect the sale of this Note if such holder or beneficial owner fails to sell its Notes within 30 days of notice from the Issuer or the Portfolio Manager of its failure to comply with the foregoing requirements, (y) assign to such Note a separate CUSIP number or numbers and (z) make other amendments to the Indenture to enable the Issuer to comply with FATCA (including providing for remedies against, or imposing penalties upon, any Holder or beneficial owner who fails to deliver the Holder FATCA Information or is a Non-Compliant FFI).

Each holder and beneficial owner of this Subordinated Note that is not a “United States person” (as defined in Section 7701(a)(30) of the Code) will make, or by acquiring such Subordinated Note or an interest therein will be deemed to make, a representation to the effect that (a) either (i) it is not a bank (or an affiliate of a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(a) of the Code), or (ii) it is a person that is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of U.S. source interest not attributable to a permanent establishment in the United States and (b) it is not purchasing the Subordinated Note in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan.

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Non-Permitted Holder/Recalcitrant Holder/Non-Compliant FFI/Non-Permitted ERISA Holder

If (i) any U.S. person that is not a Qualified Institutional Buyer (other than Accredited Investors purchasing Class E Notes, Class F Notes or Subordinated Notes) and a Qualified Purchaser (or, in the case of the Class E Notes, the Class F Notes and the Subordinated Notes, a Knowledgeable Employee or an entity exclusively owned by Knowledgeable Employees and/or Qualified Purchasers) shall become the beneficial owner of an interest in any Note (any such person a “Non-Permitted Holder”) or (ii) any beneficial owner of an interest in any Note becomes a Recalcitrant Holder or Non-Compliant FFI, the Issuer, in its sole discretion, may, promptly after discovery that such person is a Non-Permitted Holder, a Recalcitrant Holder, or a Non-Compliant FFI by the Issuer (or upon notice from the Trustee or the Co-Issuer to the Issuer, if either of them makes the discovery (who, in each case, agree to notify the Issuer of such discovery, if any)), send notice to such Non-Permitted Holder, Recalcitrant Holder or Non- Compliant FFI, as applicable, demanding that such Non-Permitted Holder, Recalcitrant Holder or Non-Compliant FFI, as applicable, transfer its interest to a person that is not a Non-Permitted Holder, a Recalcitrant Holder or Non- Compliant FFI within 30 days of the date of such notice. If such Non-Permitted Holder, Recalcitrant Holder or Non-Compliant FFI, as the case may be, fails to so transfer its Notes, as applicable, the Issuer shall have the right (1) to compel such holder to sell its interest in the Notes, (2) to assign to such Note a separate CUSIP number or numbers, and (3) without further notice to such Non-Permitted Holder, Recalcitrant Holder or Non-Compliant FFI, to sell such Notes, as applicable, or interest in such Offered Securities to a purchaser selected by the Issuer that is not a Non-Permitted Holder, a Recalcitrant Holder or Non-Compliant FFI on such terms as the Issuer may choose. The Issuer, or the Portfolio Manager acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, as applicable, and selling such Offered Securities to the highest such bidder. However, the Issuer or the Portfolio Manager acting on behalf of the Issuer may select a purchaser by any other means determined by it in its sole discretion. The holder of each Note, as applicable, the Non-Permitted Holder, Recalcitrant Holder or Non- Compliant FFI, as applicable, and each other person in the chain of title from the holder to the Non-Permitted Holder, Recalcitrant Holder or Non-Compliant FFI, as applicable, by its acceptance of an interest in the Notes, as applicable, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder, Recalcitrant Holder or Non-Compliant FFI, as applicable. The terms and conditions of any sale shall be determined in the sole discretion of the Issuer, and neither the Issuer nor the Portfolio Manager shall be liable to any person having an interest in the Offered Securities sold as a result of any such sale or the exercise of such discretion.

If any person shall become the beneficial owner of an interest in a Class E Note, Class F Note or Subordinated Note who has made or is deemed to have made a Benefit Plan Investor or Controlling Person representation that is subsequently shown to be false or misleading or, in the case of a Subordinated Note, whose beneficial ownership otherwise causes a violation of the 25% Limitation (any such person a “Non-Permitted ERISA Holder”), the

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Issuer shall, promptly after discovery by the Issuer that such person is a Non-Permitted ERISA Holder (or upon notice from the Trustee if it makes the discovery (who agrees to notify the Issuer of such discovery, if any)), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer its interest to a person that is not a Non-Permitted ERISA Holder within 14 days of the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer its Class E Notes, Class F Notes or Subordinated Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Class E Notes, Class F Notes or Subordinated Notes, or interest in such Class E Notes, Class F Notes or Subordinated Notes, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Class E Notes, Class F Notes or Subordinated Notes and selling such Class E Notes, Class F Notes or Subordinated Notes to the highest such bidder. However, the Issuer or the Portfolio Manager acting on behalf of the Issuer may select a purchaser by any other means determined by it in its sole discretion. The holder of each Class E Note, Class F Note or Subordinated Note, the Non-Permitted ERISA Holder and each other person in the chain of title from the holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Class E Notes, the Class F Notes or Subordinated Notes, agrees to cooperate with the Issuer to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and neither the Issuer nor the Portfolio Manager shall be liable to any person having an interest in the Class E Notes, Class F Notes or Subordinated Notes sold as a result of any such sale or the exercise of such discretion.

Cayman Islands Placement Provisions

The Placement Agents have agreed that they have not made and will not make any invitation to the public in the Cayman Islands to subscribe for the Offered Securities.

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LISTING AND GENERAL INFORMATION

1. Application has been made to the Irish Stock Exchange for the Notes (other than the Class E Notes identified by CUSIP 36361T AB9, the Class F Notes identified by CUSIP 36361T AD5 and the Subordinated Notes identified by CUSIP 36361T AF0) to be admitted to the Official List and trading on its regulated market. The total expenses related to admission to trading of the securities on the Irish Stock Exchange are approximately €15,190. No assurances can be given that, following the Closing Date, the listing of the Offered Securities on the Irish Stock Exchange will be obtained or, if obtained, maintained for the entire period that the Offered Securities are outstanding.

2. For the life of the Prospectus, copies of the Memorandum and Articles of Association of the Issuer, the Certificate of Formation and Limited Liability Company Agreement of the Co-Issuer and the Indenture will be available for inspection (in electronic form) during the term of the Notes at the office of the Trustee.

3. Since incorporation, neither the Issuer nor the Co-Issuer has commenced trading, established any accounts or declared any dividends, except for the transactions described herein.

4. Neither of the Co-Issuers is, or has since incorporation been, involved in any governmental, litigation or arbitration proceedings relating to claims in amounts which may have or have had a significant effect on the financial positions of the Co-Issuers, nor, so far as either Co-Issuer is aware, are any such governmental, litigation or arbitration proceedings involving it pending or threatened.

5. The issuance by the Issuer of the Notes was authorized by the board of directors of the Issuer by resolutions to be passed prior to the Closing Date and the issuance by the Co-Issuer of the Co-Issued Notes was authorized by the board of directors of the Co-Issuer by resolutions to be passed prior to the Closing Date.

6. Neither of the Co-Issuers have since incorporation published annual reports and accounts. The Issuer is not required by Cayman Islands law, and the Issuer does not intend, to publish annual reports and accounts. The Co-Issuer is not required by Delaware State law, and the Co-Issuer does not intend, to publish annual reports and accounts. The Indenture, however, requires the Issuer to provide the Trustee with written confirmation, on an annual basis, that to the best of its knowledge following review of the activities of the prior year, no Event of Default has occurred or, if one has, specifying the same. Copies of the monthly reports and quarterly note valuation reports with respect to the Notes and the Collateral Obligations will be prepared by the Issuer in accordance with the Indenture and will be obtainable free of charge on a password protected website (the address for such website may be obtained from the Trustee). The monthly reports will be prepared each month (excluding any month in which a quarterly noteholder report is prepared), beginning with November 2013. Except in the limited circumstances identified in the Indenture, the information in the monthly reports and quarterly note valuation reports will not be audited and reported upon, and an opinion will not be expressed by, an independent public accountant.

7. The Co-Issuers have been established as special purpose vehicles for the purpose of issuing asset-backed securities.

8. Maples and Calder, as the Irish Listing Agent, is acting solely in its capacity as listing agent for the Issuer in connection with the Notes and is not itself seeking admission of the Notes to trading on the regulated market of the Irish Stock Exchange for the purposes of the Prospectus Directive.

9. None of the Rating Agencies are established in the European Union and none have made an application to be registered for the purposes of the EU Regulation on credit rating agencies (Regulation (EC) No. 1060/2009), as amended.

10. No website mentioned in this Offering Circular is incorporated in, or forms a part of, this Offering Circular.

11. The Secured Notes and the Regulation S Global Subordinated Notes sold in offshore transactions in reliance on Regulation S under the Securities Act and represented by the Regulation S Global Notes have been accepted for clearance through Clearstream and Euroclear. The Secured Notes sold to persons that are QIB/QPs in reliance on Rule 144A under the Securities Act and represented by Rule 144A Global Notes have been accepted for clearance through DTC. The CUSIP numbers and International Securities

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Identification Numbers (ISIN) for the Secured Notes represented by Global Notes are as indicated below, as applicable.

Regulation S Global Rule 144A Global CUSIP ISIN CUSIP ISIN Class A Notes G37097 AB1 USG37097AB13 36361R AB3 US36361RAB33 Class B-1 Notes G37097 AC9 USG37097AC95 36361R AC1 US36361RAC16 Class B-2 Notes G37097 AD7 USG37097AD78 36361R AD9 US36361RAD98 Class C Notes G37097 AE5 USG37097AE51 36361R AE7 US36361RAE71 Class D-1 Notes G37097 AF2 USG37097AF27 36361R AF4 US36361RAF47 Class D-2 Notes G37097 AG0 USG37097AG00 36361R AG2 US36361RAG20 Class E Notes G37130 AA2 USG37130AA21 36361T AA1 US36361TAA16 Class F Notes G37130 AB0 USG37130AB04 36361T AC7 US36361TAC71 Subordinated Notes G37130 AC8 USG37130AC86 N/A N/A

12. Any Notes issued in certificated form will bear the following identification numbers:

CUSIP ISIN Class E Notes 36361T AB9 US36361TAB98 (Accredited Investor) Class F Notes 36361T AD5 US36361TAD54 (Accredited Investor)

Subordinated Notes 36361T AE3 US36361TAE38 (144A)

Subordinated Notes 36361T AF0 US36361TAF03 (Accredited Investor)

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LEGAL MATTERS

Certain legal matters with respect to the Notes will be passed upon for the Co-Issuers and GreensLedge, as Placement Agent, by White & Case LLP, New York, New York. Certain matters with respect to Cayman Islands law will be passed upon for the Issuer by Maples and Calder. Certain legal matters with respect to the Portfolio Manager will be passed upon by Akin Gump Strauss Hauer & Feld LLP.

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GLOSSARY OF DEFINED TERMS

“Adjusted Collateral Principal Amount” means as of any date of determination:

(a) the Aggregate Principal Balance of the Collateral Obligations (other than (i) Defaulted Obligations, (ii) Discount Obligations and (iii) any Current Pay Obligation with a Market Value, as of such date of determination, equal to the S&P Recovery Amount for such Current Pay Obligation (as determined in accordance with clause (E) of the definition of “Market Value”)) plus any Principal Financed Accrued Interest; plus

(b) without duplication, the amounts on deposit in the Collection Account and the Ramp-up Account (including Eligible Investments therein) representing Principal Proceeds; plus

(c) the lesser of the (i) S&P Collateral Value of all Defaulted Obligations and (ii) Moody’s Collateral Value of all Defaulted Obligations; provided, that each Defaulted Obligation that has constituted a Defaulted Obligation for a period of at least 3 years shall be deemed to have a value of 0; plus

(d) original purchase price (expressed as a percentage of par) multiplied by the current principal balance, excluding accrued interest, of all Discount Obligations, expressed as a dollar amount; plus

(e) the Market Value of each Current Pay Obligation with a Market Value, as of such date of determination, equal to the S&P Recovery Amount for each such Current Pay Obligation (as determined in accordance with clause (E) of the definition of “Market Value”); minus

(f) the Excess CCC/Caa Adjustment Amount; provided, that with respect to any Collateral Obligation that would be subject to more than one of (c) through (e) of this definition of “Adjusted Collateral Principal Amount”, such Collateral Obligation shall, for the purposes of this definition, be treated as belonging to the category of Collateral Obligations which results in the lowest Adjusted Collateral Principal Amount on any date of determination.

“Administrative Expense Cap” means, an amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or, in the case of the first Payment Date, the Closing Date) equal to the sum of (a) 0.035% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount on the related Determination Date and (b) $175,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months); provided, however, that if the amount of Administrative Expenses paid under the Administrative Expense Cap (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates or during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, the excess may be added to the Administrative Expense Cap with respect to the then-current Payment Date; provided, further, that in respect of the first three Payment Dates from the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

“Administrative Expenses” include fees, expenses (including indemnities) and other amounts due or accrued with respect to any Payment Date and payable in the following order by the Issuer, the Co-Issuer or any ETB Subsidiary: first pro rata to the Trustee in each of its capacities pursuant to the Indenture and then to The Bank of New York Mellon Trust Company, National Association in each of its capacities (including as Collateral Administrator for its fees and expenses under the Collateral Administration Agreement) and then pro rata to:

(i) the independent accountants, agents (other than the Portfolio Manager) and counsel of the Issuer and any ETB Subsidiary for fees and expenses and any taxes or government fees of any ETB Subsidiary;

(ii) the Rating Agencies for fees and expenses (including surveillance fees) in connection with any rating of the Secured Notes or any Collateral Obligations;

(iii) any person in respect of costs and expenses incurred by the Issuer in connection with any objection to the institution of any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation

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proceedings, or other similar proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar law against it;

(iv) the Portfolio Manager under the Indenture and the Portfolio Management Agreement, including without limitation reasonable expenses of the Portfolio Manager (including fees for its accountants, agents and counsel) incurred in connection with the purchase or sale of any Collateral Obligations, any other expenses incurred in connection with the Collateral Obligations and amounts payable to the Portfolio Manager pursuant to the Portfolio Management Agreement or the Indenture but excluding the Management Fees;

(v) the Administrator pursuant to the Administration Agreement and the Registered Office Agreement; and

(vi) any other person in respect of any other fees or expenses permitted under the Indenture and the documents delivered pursuant to or in connection with the Indenture (including the payment of facility rating fees and all legal and other fees and expenses incurred in connection with the purchase or sale of any Collateral Obligations and any other expenses incurred in connection with the Collateral Obligations) and the Notes, including but not limited to, amounts owed to the Co-Issuer pursuant to the Indenture and any amounts due in respect of the listing of the Notes on any stock exchange or trading system, any costs associated with producing definitive Notes and any fees, taxes and expenses incurred in connection with complying with FATCA or the establishment and maintenance of any ETB Subsidiary (other than those amounts paid under clause (i)); provided, that amounts due in respect of actions taken on or before the Closing Date (or, at the Portfolio Manager’s discretion, expenses incurred in connection with the acquisition of the initial portfolio of Collateral Obligations prior to the fourth Payment Date) shall not be payable as Administrative Expenses but shall be payable only from the Expense Reserve Account pursuant to the Indenture.

“Affected” means any Class of Notes which becomes subject to a tax as a result of a Tax Event.

“Aggregate Principal Balance” means, when used with respect to all or a portion of the Collateral Obligations or the Pledged Obligations, the sum of the Principal Balances of all or of such portion of the Collateral Obligations or Pledged Obligations, respectively.

“Asset-Backed Commercial Paper” means commercial paper or other short-term obligations of a program that primarily issues externally rated commercial paper backed by assets or exposures held in a bankruptcy-remote special purpose entity.

“Bond” means a debt security (that is not a loan) that is issued by a corporation, limited liability company, partnership or trust.

“Bond Yield Change” means the change in implied yield spread relative to the Merrill Lynch US High Yield Master II Index (Bloomberg Ticker: H0A0) or any other index based upon a nationally recognized index as calculated by the Portfolio Manager in its reasonable commercial judgment.

“Break-even Rate Case” means the combination of the Minimum Weighted Average S&P Recovery Rate column, Minimum Weighted Average Floating Spread and Maximum Weighted Average Life as selected by the Portfolio Manager from the tables comprising the S&P Test Matrix (which shall include any additional Minimum Weighted Average Floating Spreads, Maximum Weighted Average Lives and Minimum Weighted Average S&P Recovery Rate columns with respect to which additional Class Break-even Default Rates have been requested and received in accordance with the definition of “S&P CDO Monitor”).

“Break Funding Amount” means, in the case of an Optional Redemption or Refinancing where the Redemption Date is not a Payment Date, an amount for each Secured Note being redeemed, if any, equal to the product of: (x) the excess, if any, of (1) LIBOR for the current Interest Accrual Period over (2) LIBOR calculated as if the Redemption Date was a Payment Date beginning a new Interest Accrual Period; (y) the outstanding principal amount of such Secured Note being redeemed; and (z) times the number of days remaining in the current Interest Accrual Period as of the Redemption Date over 360.

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“Bridge Loan” means (1) any loan or other obligation that (x) is incurred in connection with a merger, acquisition, consolidation, or sale of all or substantially all of the assets of a person or similar transaction and (y) by its terms, is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that any such loan or debt security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date is not a Bridge Loan) or (2) any other loan that is a floating rate Collateral Obligation at the time of purchase but can be converted by its terms into a fixed rate Collateral Obligation.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banks are authorized or required by applicable law, regulation or executive order to close in New York, New York, London, England or in the city in which the corporate trust office of the Trustee is located or, for any final payment of principal, in the relevant place of presentation.

“Caa Collateral Obligation” means a Collateral Obligation (other than a Defaulted Obligation) with a Moody’s Rating of “Caa1” or lower.

“CCC/Caa Excess” means the greater of the excess, if any, by which (i) the Aggregate Principal Balance of Caa Collateral Obligations exceeds 7.5% of the Collateral Principal Amount and (ii) the Aggregate Principal Balance of CCC Collateral Obligations exceeds 7.5% of the Collateral Principal Amount; provided, that in determining which of the CCC Collateral Obligations and Caa Collateral Obligations shall be included in the CCC/Caa Excess, the CCC Collateral Obligations and Caa Collateral Obligations with the lowest Market Value (expressed as a percentage of par) shall be deemed to constitute such CCC/Caa Excess.

“CCC Collateral Obligation” means a Collateral Obligation (other than a Defaulted Obligation) with an S&P Rating of “CCC+” or lower.

“Class Break-even Default Rate” means, with respect to each Class of Secured Notes, the maximum percentage of defaults corresponding to the applicable Break-even Rate Case, at any time, that the current portfolio or the proposed portfolio, as applicable, can sustain, from time to time, through application of the S&P CDO Monitor, which, after giving effect to S&P’s assumptions on recoveries, defaults and timing and to the Priority of Payments, will result in sufficient funds remaining for the payment of such Class of Notes in full. At the end of the Ramp-Up Period, and from time to time to the extent requested by the Portfolio Manager, S&P will provide the Portfolio Manager with the Class Break-even Default Rates for the S&P CDO Monitor.

“Class Default Differential” means, with respect to each Class of Secured Notes, at any time, the rate calculated by subtracting the Class Scenario Default Rate for such Class of Notes at such time from the Class Break-even Default Rate for such Class of Notes at such time.

“Class Scenario Default Rate” means, with respect to each Class of Secured Notes, at any time, an estimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio, as applicable, consistent with S&P’s initial rating of such Class of Secured Notes, determined by application by the Portfolio Manager and the Collateral Administrator of the S&P CDO Monitor at such time.

In calculating each Class Scenario Default Rate, the S&P CDO Monitor considers each obligor’s most senior unsecured debt rating, the number of obligors in the portfolio, the obligor and industry concentrations in the portfolio and the remaining weighted average maturity of the Collateral Obligations and Eligible Investments and calculates a cumulative default rate based on the statistical probability of distributions or defaults on the Collateral Obligations and Eligible Investments.

“Collateral Interest Amount” means, as of any date of determination, without duplication, an amount equal to:

(a) the aggregate amount of Interest Proceeds in the Interest Collection Subaccount that have been received or that are expected to be received (other than Interest Proceeds expected to be received from Defaulted Obligations, but including Interest Proceeds actually received from Defaulted Obligations) during the Collection Period (and, if such Collection Period does not end on a Business Day, the next succeeding Business Day) in which such date of determination occurs; plus

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(b) in the case of the Hedge Agreements, any net payments expected to be received by the Issuer on or before the immediately following Payment Date (other than any payments that would be classified as Principal Proceeds).

“Collateral Principal Amount” means as of any date of determination, the sum of (a) the Aggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations) and (b) without duplication, the amounts on deposit in the Collection Account and the Ramp-up Account (including Eligible Investments therein) representing Principal Proceeds.

“Cov-Lite Loan” means a loan that (i) does not contain any financial covenants or (ii) requires the borrower to comply with one or more financial covenants only upon the occurrence of certain actions of the borrower including, but not limited to, a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture (such covenant, an “Incurrence Covenant”), but contains no covenants requiring the borrower to comply with one or more financial covenants during each reporting period, whether or not it has taken any specified action (such covenant, a “Maintenance Covenant”); provided, that for all purposes other than the determination of the S&P Recovery Rate for such loan, a loan described in clause (i) or (ii) above which either contains a cross default provision to, or is pari passu with, another loan of the underlying obligor that requires the underlying obligor to comply with both an Incurrence Covenant and a Maintenance Covenant will be deemed not to be a Cov-Lite Loan.

“Credit Improved Criteria” means the criteria that will be met with respect to any Collateral Obligation (i) if such Collateral Obligation is a loan, the Loan Pricing Change since the date of purchase by the Issuer has been a percentage point increase of 0.50% or more, (ii) if such Collateral Obligation is a loan, the spread over the applicable reference rate for such Collateral Obligation has been decreased in accordance with the underlying instruments with respect to such Collateral Obligation since the date of acquisition by (a) 0.25% or more (in the case of a loan with a spread (on the date of acquisition) less than or equal to 2.00%), (b) 0.375% or more (in the case of a loan with a spread (on the date of acquisition) greater than 2.00% but less than or equal to 4.00%) or (c) 0.50% or more (in the case of a loan with a spread (on the date of acquisition) greater than 4.00%) due, in each case, to an improvement in the related borrower's financial ratios or financial results, (iii) if such Collateral Obligation is a bond, the Bond Yield Change since the date of purchase by the Issuer has been a percentage point decrease of 0.50% or more or (iv) if it has a projected cash flow interest coverage ratio (earnings before interest and taxes divided by cash interest expense as estimated by the Portfolio Manager) of the underlying borrower or other obligor of such Collateral Obligation that is expected to be more than 1.15 times the current year's projected cash flow interest coverage ratio.

“Credit Improved Obligation” means a Collateral Obligation which, in the Portfolio Manager’s reasonable commercial judgment, has significantly improved in credit quality after it was acquired by the Issuer, which improvement may (but need not) be evidenced by one of the following: (a) such Collateral Obligation satisfies at least one of the Credit Improved Criteria, (b) such Collateral Obligation has been upgraded at least one rating sub-category by either Rating Agency or has been placed and remains on credit watch with positive implication by either Rating Agency, (c) the issuer of such Collateral Obligation has raised equity capital or other capital subordinated to the Collateral Obligation or (d) the issuer of such Collateral Obligation has, in the Portfolio Manager’s reasonable commercial judgment, shown improved results or possesses less credit risk, in each case since such Collateral Obligation was acquired by the Issuer; provided, however, that during a Restricted Trading Period, a Collateral Obligation will qualify as a Credit Improved Obligation only if (i) it has been upgraded by any Rating Agency at least one rating sub category or has been placed and remains on a credit watch with positive implication by Moody’s since it was acquired by the Issuer, (ii) at least one of the Credit Improved Criteria are satisfied with respect to such Collateral Obligation or (iii) a Majority of the Controlling Class vote to treat such Collateral Obligation as a Credit Improved Obligation.

“Credit Risk Criteria” means the criteria that will be met with respect to any Collateral Obligation (i) if such Collateral Obligation is a loan, the Loan Pricing Change since the date of purchase by the Issuer has been a percentage point decrease of 0.50% or more, (ii) if such Collateral Obligation is a loan, the spread over the applicable reference rate for such Collateral Obligation has been increased in accordance with the underlying instruments with respect to such Collateral Obligation since the date of acquisition by (a) 0.25% or more (in the case of a loan with a spread (on the date of acquisition) less than or equal to 2.00%), (b) 0.375% or more (in the case of a loan with a spread (on the date of acquisition) greater than 2.00% but less than or equal to 4.00%) or (c) 0.50% or more (in the case of a loan with a spread (on the date of acquisition) greater than 4.00%) due, in each case, to a

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deterioration in the related borrower's financial ratios or financial results, (iii) in the case of a bond, the Bond Yield Change since the date of purchase by the Issuer has been a percentage point increase of 0.50% or more, (iv) if it has a projected cash flow interest coverage ratio (earnings before interest and taxes divided by cash interest expense as estimated by the Portfolio Manager) of the underlying borrower or other obligor of such Collateral Obligation of less than 1.00 or that is expected to be less than 0.85 times the current year's projected cash flow interest coverage ratio or (v) if such Collateral Obligation constitutes an Event Risk Obligation.

“Credit Risk Obligation” means a Collateral Obligation that, in the Portfolio Manager’s reasonable commercial judgment, has a significant risk of declining in credit quality or price unrelated to general market conditions; provided, however, that during a Restricted Trading Period, a Collateral Obligation will qualify as a Credit Risk Obligation only if, (i) such Collateral Obligation has been downgraded by any Rating Agency at least one rating sub category or has been placed and remains on a credit watch with negative implication by Moody’s since it was acquired by the Issuer, (ii) at least one of the Credit Risk Criteria are satisfied with respect to such Collateral Obligation or (iii) a Majority of the Controlling Class vote to treat such Collateral Obligation as a Credit Risk Obligation.

“Current Pay Obligation” means a Collateral Obligation that would be a Defaulted Obligation but as to which (i) if the issuer of such Collateral Obligation is not subject to a bankruptcy proceeding, all payments contractually due, including interest and principal payments (if any), were paid in cash and the Portfolio Manager reasonably expects that the next interest and contractual principal payment (if any) due will be paid in cash, (ii) if the issuer of such Collateral Obligation is subject to a bankruptcy proceeding, all amounts on account of such Collateral Obligation that have been authorized for payment by the bankruptcy court have been paid on a current basis in cash in accordance with such authorization by the bankruptcy court, to the knowledge of the Portfolio Manager, (iii) for so long as Moody’s is rating the Class A Notes, either (x) the Moody’s rating of such Collateral Obligation is at least “Caa1” or (y) the Moody’s rating of such Collateral Obligation is at least “Caa2,” and the Market Value of such Collateral Obligation is at least 85% of the par value thereof, and (iv) the Market Value of such Collateral Obligation is at least 80% of the par value thereof; provided that the Aggregate Principal Balance of all Collateral Obligations which constitute “Current Pay Obligations” may not exceed 7.5% of the Collateral Principal Amount; provided further, that in determining which of the Collateral Obligations will be included in the preceding proviso as Current Pay Obligations, the Collateral Obligations with the highest Market Value expressed as a percentage will be deemed to constitute Current Pay Obligations.

“Current Portfolio” means, at any time, the then current portfolio of Collateral Obligations and Eligible Investments representing Principal Proceeds (determined in accordance with certain assumptions included in the Indenture), then held by the Issuer.

“Default” means any Event of Default or any occurrence that with notice or the lapse of time or both would become, an Event of Default.

“Defaulted Obligation” means a debt obligation as to which:

(a) a default as to the payment of principal and/or interest has occurred and is continuing with respect to such debt obligation (without regard to any grace period applicable thereto, or waiver thereof, after the passage (in the case of a default that in the Portfolio Manager’s judgment, as certified to the Trustee in writing, is not due to credit-related causes) of a three Business Day grace period);

(b) a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same issuer which is senior or pari passu in right of payment to such debt obligation (provided, that both debt obligations are full recourse obligations);

(c) the issuer or others have instituted proceedings to have the issuer adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such issuer has filed for protection under Chapter 11 of the United States Bankruptcy Code;

(d) (x) such debt obligation has an S&P Rating of “CC” or lower or “SD” or had such rating before such rating was withdrawn or (y) such debt obligation has a Moody’s probability of default rating (as published by Moody’s) of “D” or “LD” or had such rating before such rating was withdrawn;

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(e) such debt obligation is pari passu in right of payment as to the payment of principal and/or interest to another debt obligation of the same issuer that would constitute a Defaulted Obligation under clause (d) above were such other debt obligation owned by the Issuer (provided, that both the debt obligation and such other debt obligation are full recourse obligations of the applicable issuer);

(f) the Portfolio Manager has in its reasonable commercial judgment otherwise declared such debt obligation to be a “Defaulted Obligation;”

(g) such debt obligation is a Participation Interest and (1) the related Selling Institution fails in any material respect in the performance of any of its payment obligations in accordance with the terms of such Participation Interest and such failure continues for seven Business Days, (2) the Selling Institution has an S&P rating of “CC” or lower or “SD” or had such rating before such rating was withdrawn or (3) the Selling Institution has a Moody’s rating of “D” or “LD” or had such rating before such rating was withdrawn; or

(h) such obligation is a Deferring Security; provided that a debt obligation will not constitute a Defaulted Obligation if (x) in the case of clauses (a), (b), (c), (d) and (e) above, such debt obligation is a Current Pay Obligation or (y) in the case of clauses (b), (c) and (e) above, the debt obligation is a DIP Collateral Obligation.

“Deferrable Cash-Pay Interest” means as to any Partial Deferrable Security, the portion of interest required to be paid in cash (and not permitted to be added to the balance of such Partial Deferrable Security or otherwise deferred and accrued) thereon pursuant to the terms of the related underlying instruments.

“Deferrable Security” means a loan or obligation which by its terms permits the deferral of payment of any accrued or unpaid interest; provided that such loan or obligation shall not be a Partial Deferrable Security.

“Deferring Security” means a Deferrable Security that is deferring the payment of interest due thereon and has been so deferring the payment of interest due thereon (i) with respect to Collateral Obligations that have a Moody’s Rating of at least “Baa3,” for the shorter of two consecutive accrual periods or one year and (ii) with respect to Collateral Obligations that have a Moody’s Rating of “Ba1” or below, for the shorter of one accrual period or six consecutive months, which deferred capitalized interest has not, as of the date of determination, been paid in cash

“Delayed Drawdown Collateral Obligation” means any Collateral Obligation that (a) requires the Issuer to make one or more future advances to the borrower under the underlying instruments relating thereto, (b) specifies a maximum amount that can be borrowed on one or more borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the borrower thereunder; but any such Collateral Obligation will be a Delayed Drawdown Collateral Obligation only until all commitments by the Issuer to make advances to the borrower expire or are terminated or reduced to zero. If a portion of a Pre-funded Letter of Credit is unfunded, the Pre-funded Letter of Credit will also constitute a Delayed Drawdown Collateral Obligation (to the extent of the unfunded amount) until the Issuer’s obligations under such Pre-funded Letter of Credit are fully funded.

“DIP Collateral Obligation” means a loan paying interest on a current basis made to a debtor-in-possession pursuant to Section 364 of the U.S. Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the U.S. Bankruptcy Code and secured by senior liens.

“Discount Obligation” means any Collateral Obligation that the Portfolio Manager determines:

(i) in the case of a Collateral Obligation that is an interest in a bank loan or a Participation Interest, is acquired by the Issuer for a purchase price (as determined without averaging prices of purchases on different dates) that is lower than 80% of the Principal Balance of such Collateral Obligation (or, if such interest is rated below “B3” by Moody’s, such interest is acquired by the Issuer for a purchase price (as determined without averaging prices of purchases on different dates) of less than 85% of its Principal Balance); provided, that such Collateral Obligation shall cease to be a Discount Obligation at such time as the Market Value of such Collateral Obligation, as determined for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 90% of the Principal Balance of such Collateral Obligation; or

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(ii) in the case of any Collateral Obligation that is not an interest in a bank loan or a Participation Interest, is acquired by the Issuer for a purchase price (as determined without averaging prices of purchases on different dates) of less than 75% of the Principal Balance of such Collateral Obligation (or, if such interest is rated below “B3” by Moody’s, such interest is acquired by the Issuer for a purchase price (as determined without averaging prices of purchases on different dates) of less than 80% of its Principal Balance) and, if such Collateral Obligation pays interest at a fixed rate, has a yield greater than 2% over the yield of the Merrill Lynch US High Yield Master II Index (or such other nationally recognized high yield index as the Portfolio Manager selects and provides notice of to the Rating Agencies and the Collateral Administrator); provided, that such Collateral Obligation shall cease to be a Discount Obligation at such time as (x) the Market Value of such Collateral Obligation, as determined for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 85% of the Principal Balance of such Collateral Obligation or (y) if such Collateral Obligation pays interest at a fixed rate, the yield on such Collateral Obligation is less than or equal to the yield of the Merrill Lynch US High Yield Master II Index (or such other nationally recognized high yield index as the Portfolio Manager selects and provides notice of to the Rating Agencies), as determined daily for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation; provided, that any Collateral Obligation that would otherwise be considered a Discount Obligation, but that is purchased with the proceeds of sale of a Collateral Obligation that was not a Discount Obligation at the time of its purchase, so long as such purchased Collateral Obligation (a) is purchased or committed to be purchased within twenty Business Days of such sale, (b) is purchased at a price (as a percentage of par) equal to or greater than both (i) the sale price of the sold Collateral Obligation and (ii) 65% of the par value of such purchased Collateral Obligation and (c) has rating(s) equal to or greater than the rating(s) of the sold Collateral Obligation, will not be considered a Discount Obligation, except that this proviso shall not apply to any such Collateral Obligation at any time on or after the acquisition by the Issuer of such Collateral Obligation if, as determined at the time of such acquisition, such application would result in the aggregate outstanding Principal Balance of all Collateral Obligations held in the Current Portfolio to which this proviso applies at such time to exceed 7.5% of the Target Initial Par Amount.

“Domicile” means with respect to any issuer of, or obligor with respect to, a Collateral Obligation, either (i) its country of organization or (ii) if it is organized in Bermuda, the Cayman Islands or the British Virgin Islands, each of such jurisdiction and the country in which a substantial portion of its operations are located or from which a substantial portion of its revenue is derived, in each case, directly or through subsidiaries.

“Effective Date Overcollateralization Test” means a test that is satisfied if, on any date of determination, the ratio of (x) the Adjusted Collateral Principal Amount divided by (y) the aggregate outstanding principal amount of all Secured Notes is equal to or greater than the Target Initial Par Ratio.

“Effective Date Ratings Confirmation Failure” means a failure that exists if the initial ratings of the Secured Notes are not confirmed (including, in the case of Moody’s, by means of deemed confirmation) by each Rating Agency, as applicable, after the Ramp-up Period.

“Eligible Investment Required Ratings” means (a) with respect to Moody’s, (i) a long-term credit rating of “Aa3” (not on credit watch for possible downgrade) or higher and a short-term credit rating of “P-1” (not on credit watch for possible downgrade), or (ii) if only a long-term credit rating from Moody’s, such rating is “Aaa” or (iii) if only a short-term credit rating from Moody’s is available, such rating is “P-1” (not on credit watch for possible downgrade) and (b) with respect to S&P, a long-term credit rating of “A” or higher and a short-term credit rating of “A-1” or higher (or, in the case of (x) an applicable obligation that does not have a short term credit rating from S&P or does not have a short-term credit rating from S&P of “A-1” or higher, a long term credit rating from S&P of at least “A+” and (y) any Eligible Investment with a maturity of longer than 91 days, a long-term credit rating of “AAA” from S&P).

“Eligible Investments” means any United States dollar denominated investment that, at the time it is delivered to the Trustee (directly or through an intermediary or bailee), is one or more of the following obligations or securities:

(i) direct obligations of, and obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States

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of America the obligations of which are expressly backed by the full faith and credit of the United States of America; provided, that any such obligation (other than U.S. Treasury obligations, U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgaged-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates) has the Eligible Investment Required Ratings with respect to S&P;

(ii) demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;

(iii) unleveraged repurchase obligations with respect to (a) any security described in clause (i) above or (b) any other security issued or unconditionally guaranteed by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above or entered into with an entity (acting as principal) with, or whose parent company has, the Eligible Investment Required Ratings;

(iv) securities bearing interest or sold at a discount issued by any entity formed under the laws of the United States of America or any State thereof that have a credit rating of “Aaa” from Moody’s and “AAA” from S&P at the time of such investment or contractual commitment providing for such investment;

(v) commercial paper or other short-term obligations (other than Asset-Backed Commercial Paper) with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance and such maturity is not extendable;

(vi) a Reinvestment Agreement issued by any bank (if treated as a deposit by such bank), or a Reinvestment Agreement issued by any insurance company or other corporation or entity, in each case with the Eligible Investment Required Ratings;

(vii) non-U.S. money market funds which funds have, at all times, credit ratings of “Aaa-mf” by Moody’s and “AAAm” or “AAAm-G” by S&P, respectively or, if any such Rating Agency revises its criteria, the then- current rating requirement of such Rating Agency applicable to ratings of temporary investments in money market funds is satisfied; and

(viii) any other investment with respect to which the Issuer has received written notification from each Rating Agency that the acquisition of such investment as an Eligible Investment will not result in a withdrawal or downgrading of any of its ratings on the Secured Notes; provided, that Eligible Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and shall include only such obligations or securities, other than those referred to in clause (vii) above, as mature (or are putable at par to the issuer thereof) no later than the Business Day prior to the next Payment Date, unless such Eligible Investments are issued by The Bank of New York Mellon Trust Company, National Association, in its capacity as a banking institution, in which event such Eligible Investments may mature on (but no later than) such Payment Date; and provided, however, that none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an “f,” “r,” “p,” “pi,” “q,” “t” or “sf” subscript assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) such obligation or security is subject to withholding tax unless (i) the issuer of the security is required to make “gross-up” payments for the full amount of such withholding tax, or (ii) such withholding is imposed under or in respect of FATCA, (d) such obligation or security is secured by real property or subject to an Offer (other than an Eligible Investments Permitted Offer), (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation is a Structured Finance Obligation or a Synthetic Security or (g) in the Portfolio Manager’s judgment, such obligation or security is subject to material non-credit related risks; provided, further, that each

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Eligible Investment, other than those referred to in clause (vii) above, must mature on the earlier of (A) 60 days following its acquisition or (B) the Business Day prior to the next Payment Date (subject to the limited exception set forth in the first proviso of this paragraph above). Eligible Investments may include, without limitation, those investments for which the Trustee or an affiliate of the Trustee provides services and receives compensation.

“Eligible Investments Permitted Offer” means an Offer (i) pursuant to the terms of which the offeror offers to acquire Eligible Investments in exchange for consideration consisting solely of cash and/or other Eligible Investments in an amount equal to or greater than the full face or principal amount of such Eligible Investment plus any accrued and unpaid interest and (ii) as to which the Portfolio Manager has determined in its judgment that the offeror has sufficient access to financing to consummate the Offer.

“Equity Security” means any security or debt obligation which at the time of acquisition, conversion or exchange does not satisfy the requirements of a Collateral Obligation and is not an Eligible Investment.

“Event Risk Obligation” means a Collateral Obligation to be sold by the Trustee at the direction of the Portfolio Manager and with respect to which, as certified to the Trustee by the Portfolio Manager in connection with such direction, (a) an Offer is outstanding or, in the Portfolio Manager’s reasonable commercial judgment is likely to become the subject of an Offer based on an event with respect to the underlying borrower that has occurred prior to the giving of such direction, and (b) if an Offer with respect thereto is outstanding, the sale price for such Collateral Obligation (i) is equal to or greater than the price available pursuant to the Offer or (ii) is less than the price available pursuant to the Offer but, in the judgment of the Portfolio Manager, it is in the best interest of the Issuer to consummate such sale due to the timing of such sale, the likelihood of consummation of the Offer or other factors.

“Excepted Advances” means customary advances made to protect or preserve rights against the borrower of or obligor under a Collateral Obligation or to indemnify an agent or representative for lenders pursuant to the underlying instrument.

“Excess CCC/Caa Adjustment Amount” means, as of any date of determination, an amount equal to the excess, if any, of:

(a) the Aggregate Principal Balance of the Collateral Obligations included in the CCC/Caa Excess; over

(b) the sum of the Market Values of all Collateral Obligations included in the CCC/Caa Excess.

“FATCA” means Sections 1471 through 1474 of the Code and any current or future regulations, published guidance or official interpretations thereof or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“Fee Basis Amount” means, as of any date of determination, the sum of (x) the Collateral Principal Amount (including all Collateral Obligations held by an ETB Subsidiary), including all Principal Financed Accrued Interest, (y) the aggregate principal amount of all Defaulted Obligations and (z) the Market Value of all Equity Securities.

“First LIBOR Period End Date” means October 15, 2013.

“Floating Rate Notes” means the Class A Notes, the Class B-1 Notes, the Class C Notes, the Class D-1 Notes, the Class D-2 Notes, the Class E Notes and the Class F Notes, collectively.

“Global Rating Agency Condition” means, with respect to any action taken or to be taken by or on behalf of the Issuer, satisfaction of both the Moody’s Rating Condition (to the extent applicable) and the S&P Rating Condition (to the extent applicable).

“High Yield Bonds” means below investment-grade corporate high-yield debt securities issued by Non-Emerging Market Obligors.

“Holder FATCA Information” means information and documentation requested by the Issuer (or an agent of the Issuer) to be provided by the noteholder to the Issuer (or an authorized agent of the Issuer) that is required to enable the Issuer to comply with FATCA.

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“Incentive Management Fee Threshold” means the threshold that will be satisfied on any Payment Date if the Subordinated Notes issued on the Closing Date have received an annualized internal rate of return (computed using the “XIRR” function in Microsoft® Excel or an equivalent function in another software package) of at least 11.0% (assuming, for purposes of this computation, an initial purchase price of par and after giving effect to all payments made or to be made on such Payment Date). The annualized internal rate of return will be calculated based on the distributions (whether made with Interest Proceeds or Principal Proceeds) made on the Subordinated Notes issued on the Closing Date and without taking into account distributions made on any additional Subordinated Notes issued after the Closing Date.

“Initial Principal Amount” means, with respect to the Subordinated Notes and any additional Subordinated Notes, the principal amount of Subordinated Notes (including any additional Subordinated Notes) on the date such Subordinated Notes were issued.

“Institutional Accredited Investor” means an accredited investor meeting the requirements of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Interest Proceeds” means, with respect to any Collection Period or Determination Date, without duplication, the sum of:

(i) all payments of interest received by the Issuer during the related Collection Period on the Collateral Obligations and Eligible Investments, including the accrued interest received in connection with a sale thereof during the related Collection Period, less (x) any such amount that represents Principal Financed Accrued Interest, (y) any amounts deposited into the Non-Quarterly Pay Account and (z) an amount designated by the Portfolio Manager in writing up to the amount of unpaid interest on the Collateral Obligations that accrued prior to the Closing Date and is owing to the Issuer and remains unpaid as of the Closing Date; provided, however, that any amounts received in respect of a Zero Coupon Security will constitute Principal Proceeds;

(ii) all principal and interest payments on Eligible Investments purchased with Interest Proceeds;

(iii) all amendment and waiver fees, late payment fees and other fees, except for any fee in connection with (a) the lengthening of the maturity of the related Collateral Obligation or (b) the reduction of the par of the related Collateral Obligation;

(iv) any amounts deposited in the Interest Collection Subaccount of the Collection Account from the Expense Reserve Account as described in “Security for the Secured Notes—The Expense Reserve Account;”

(v) commitment fees and other similar fees actually received by the Issuer during such Collection Period in respect of Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations;

(vi) any payment received with respect to any Hedge Agreement other than an upfront payment received upon entering into such Hedge Agreement or a payment received as a result of the termination of such Hedge Agreement (for this purpose, any such payment received or to be received on a Payment Date will be deemed received in respect of the preceding Collection Period and included in the calculation of Interest Proceeds received in such Collection Period);

(vii) any amount deposited in the Interest Collection Subaccount of the Collection Account from the Non- Quarterly Pay Account as described in “Security for the Secured Notes—The Non-Quarterly Pay Account;”

(viii) any funds transferred from the Ramp-up Account to the Interest Collection Subaccount of the Collection Account designated as Interest Proceeds by the Portfolio Manager to the Trustee in writing as described under “Security for the Secured Notes—The Ramp-up Account;” and

(ix) any amount deposited in the Interest Collection Subaccount of the Collection Account from the Interest Reserve Account as described in “Security for the Secured Notes—The Interest Reserve Account;” provided that any amounts received in respect of any Defaulted Obligation will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all collections in respect of such Defaulted Obligation since it became a

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Defaulted Obligation equals the outstanding Principal Balance of such Collateral Obligation when it became a Defaulted Obligation.

“Interim Targets” are satisfied when the Issuer has purchased Collateral Obligations with an Aggregate Principal Balance and the characteristics set forth in the table below:

Interim Targets Percentage of Target Initial Par Amount at least 75% Moody’s Weighted Average Floating greater than or equal to 3.50% Spread / S&P Weighted Average Floating Spread Diversity Score greater than or equal to 35 Weighted Average Moody’s Rating less than or equal to 2800 plus the Factor Recovery Rate Adjustment Amount

“Investment Criteria Adjusted Balance” means, with respect to any Pledged Obligation, the Principal Balance of such Pledged Obligation; provided, that for all purposes the Investment Criteria Adjusted Balance of any:

(i) Defaulted Obligation will be the lesser of (x) the Moody’s Collateral Value of such Defaulted Obligations and (y) the S&P Collateral Value for such Defaulted Obligations; provided, that any such Defaulted Obligation that has constituted a Defaulted Obligation for a period of at least 3 years shall be deemed to have an Investment Criteria Adjusted Balance of zero;

(ii) Discount Obligation will be the original purchase price (expressed as a percentage of par) of such Discount Obligation multiplied by the current principal balance, excluding accrued interest, of such Discount Obligation expressed as a dollar amount; and

(iii) CCC Collateral Obligation or Caa Collateral Obligation included in the CCC/Caa Excess shall be the Market Value of such CCC Collateral Obligation or Caa Collateral Obligation.

“Junior Class” means, with respect to any specified Class of Notes, each Class of Notes that is subordinated to such Class, as indicated under “Overview – Principal terms of the Offered Securities – Junior Class(es)”.

“Loan Pricing Change” means, with respect to a loan, the change in price of such loan (expressed as a percentage of par) relative to the S&P/LSTA U.S. Leveraged Loan 100 Index or any other nationally recognized index as calculated by the Portfolio Manager in its reasonable commercial judgment.

“Majority” means the holders of more than 50% of (x) with respect to any Class of Secured Notes, the aggregate outstanding principal amount of the Notes of such Class and (y) with respect to the Subordinated Notes, the Initial Principal Amount of the Subordinated Notes.

“Management Fees” means, collectively, the Senior Management Fee, the Subordinated Management Fee and the Incentive Management Fee.

“Margin Loan” means an extension of credit that is “purpose credit” within the meaning of Regulation U.

“Margin Stock” means “Margin Stock” as defined under Regulation U, including any debt security which is by its terms convertible into “Margin Stock.”

“Market Value” means, as of any date of determination for any Collateral Obligation and as determined by the Portfolio Manager in the following manner: (A) the average bid price value determined by an independent pricing service, (B) if the price described in clause (A) is not available, the average of the bid side prices determined by three independent broker-dealers active in the trading of such Collateral Obligation, (C) if a price or bid described in clause (A) or (B) is not available, the lowest of the bid side prices determined by two independent broker-dealers active in the trading of such Collateral Obligation, (D) if a price or bid described in clause (A), (B) or (C) is not available and the Portfolio Manager is a Registered Investment Adviser, the bid side price determined by one independent broker-dealer active in the trading of such Collateral Obligation or (E) if a price or bid described in

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clause (A), (B), (C) or (D) is not made available, then the lower of (a) the bid side price of such Collateral Obligation determined by the Portfolio Manager in a manner consistent with reasonable and customary market practice and (b) the greater of (i) 70% of the par value of such Collateral Obligation and (ii) the S&P Recovery Amount; provided, however, that (x) if the Market Value of any Collateral Obligation is determined pursuant to clause (E) above, the Portfolio Manager will use commercially reasonable efforts to obtain the Market Value of such Collateral Obligation in accordance with subclauses (A) through (D) above, and (y) if the Market Value of more than 5% (or, if the Portfolio Manager is not a Registered Investment Adviser, 0%) of the Collateral Principal Amount is determined pursuant to clause (E) above, the Market Value of any Collateral Obligation exceeding such 5% limitation (or, if the Portfolio Manager is not a Registered Investment Adviser, 0% limitation) that cannot be obtained in accordance with subclauses (A) through (D) above within 45 days (or, if the Portfolio Manager is not a Registered Investment Adviser, 30 days) of the date on which its Market Value was determined pursuant to clause (E) above, it shall be deemed to be zero until determined in accordance with subclauses (A) through (D) above; provided, further, that any bid side price determined by the Portfolio Manager pursuant to clause (E)(a) above shall be used by the Portfolio Manager as the market value of such Collateral Obligation in all other portfolios it manages; the Portfolio Manager shall determine, with notice to the Collateral Administrator, which Collateral Obligations exceed such 5% limitation or such 0% limitation, as applicable, in its discretion. In the event that the Market Value of an Equity Security or other asset other than a Collateral Obligation is required to be determined, the Portfolio Manager will do so by applying the foregoing methodology to the extent applicable to the type of asset in question or by such other commercially reasonable method selected by the Portfolio Manager.

“Material Change” means with respect to the definition of S&P Rating, an event that occurs with respect to a Collateral Obligation upon the occurrence of any of the following (a) non-payment of interest or principal (and the failure to cure during any grace period specified in the underlying instrument), (b) the rescheduling of any interest or principal, (c) any covenant breach, (d) any restructuring of debt with respect to the obligor of such Collateral Obligation, (e) the addition of payment-in-kind terms, change in maturity date or any change in coupon rates, (f) the occurrence of the significant sale or acquisition of assets by the obligor and (g) any event that, as reasonably determined by the Portfolio Manager, will more likely than not result in a covenant breach within a six-month period.

“Measurement Date” means (i) any day on which a purchase of a Collateral Obligation occurs, (ii) for purposes of determining whether an Event of Default described under clause (f) of the definition thereof has occurred only, any day on which (x) a sale of a Collateral Obligation occurs or (y) a Collateral Obligation becomes a Defaulted Obligation, (iii) any Determination Date, (iv) the date as of which the information in any monthly report prepared under the Indenture is calculated, (v) with five Business Days’ prior notice, any Business Day requested by either Rating Agency and (vi) the last day of the Ramp-up Period.

“Minimum Diversity/Maximum Rating/Minimum Spread Matrix” means the following chart, which is used to determine which of the “row/column combinations” are applicable for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Moody’s Rating Factor Test and the Minimum Moody’s Floating Spread Test. The number obtained for the applicable “row/column combinations” shall be the “Maximum Weighted Average Moody’s Rating Factor”.

Matrix

Minimum Diversity Score Minimum Weighted Average Spread 35 40 45 50 55 60 65 2.15% 2310 2410 2495 2570 2625 2685 2715 2.35% 2365 2465 2555 2625 2690 2735 2780 2.55% 2415 2525 2605 2685 2745 2795 2835 2.75% 2485 2575 2665 2740 2805 2860 2890 2.95% 2535 2645 2725 2795 2865 2905 2955 3.15% 2585 2685 2785 2855 2915 2975 3005 3.35% 2645 2725 2830 2910 2975 3025 3060 3.55% 2695 2750 2885 2960 3025 3080 3120 3.75% 2745 2825 2935 3015 3075 3130 3160 3.95% 2805 2895 2985 3055 3125 3185 3220

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4.15% 2845 2945 3045 3115 3175 3225 3260 4.35% 2885 2985 3085 3155 3225 3275 3320 4.55% 2935 3035 3125 3205 3275 3320 3360

“Minimum Weighted Average Moody’s Recovery Rate” means 44.0%.

“Moody’s Collateral Value” means, of any date of determination, with respect to any Defaulted Obligation, the lesser of (i) the Moody’s Recovery Amount of such Defaulted Obligation as of such date and (ii) the Market Value of such Defaulted Obligation as of such date.

“Moody’s Counterparty Criteria” are, with respect to any Participation Interest proposed to be acquired by the Issuer or any Pre-funded Letter of Credit, criteria that will be met if immediately after giving effect to such acquisition, (x) the percentage of the Collateral Principal Amount that consists in the aggregate of Participation Interests and Pre-funded Letters of Credit with Selling Institutions that have the same or a lower Moody’s credit rating does not exceed the “Aggregate Percentage Limit” set forth below for such Moody’s credit rating and (y) the percentage of the Collateral Principal Amount that consists in the aggregate of Participation Interests and Pre-funded Letters of Credit with any single Selling Institution that has the same or lower Moody’s credit rating does not exceed the “Individual Percentage Limit” set forth below for such Moody’s credit rating:

Moody’s Credit Rating of Selling Institution (at or below) Aggregate Percentage Limit Individual Percentage Limit “Aaa” 20% 20% “Aa1” 20% 10% “Aa2” 20% 10% “Aa3” 15% 10% “A1” and “P-1” 10% 5% “A2” and “P-1” 5% 5% “A2” but not “P-1” or less than “A2” 0% 0% provided, that the Moody’s Counterparty Criteria will be deemed satisfied in connection with the Issuer’s acquisition of a Participation Interest or a Pre-funded Letter of Credit from a Selling Institution that meets the criteria in the last row of the table above if the Moody’s Rating Condition has been satisfied.

“Moody’s Default Probability Rating” means, with respect to any Collateral Obligation (other than a DIP Collateral Obligation), as of any date of determination, the rating determined in accordance with the following methodology:

(i) if the obligor of such Collateral Obligation has a corporate family rating by Moody’s, then such corporate family rating (or, if the obligor itself does not have a corporate family rating by Moody’s, the corporate family rating of any entity in the obligor’s corporate family);

(ii) if not determined pursuant to clause (i) above, if the obligor of such Collateral Obligation has one or more senior unsecured obligations publicly rated by Moody’s, then the Moody’s public rating on any such obligation, as selected by the Portfolio Manager in its sole discretion;

(iii) if not determined pursuant to clause (i) or (ii) above, if the obligor of such Collateral Obligation has one or more senior secured obligations publicly rated by Moody’s, then the Moody’s rating that is one subcategory below the Moody’s public rating on any such obligation, as selected by the Portfolio Manager in its sole discretion;

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(iv) if not determined pursuant to clause (i), (ii) or (iii) above, but a rating or rating estimate has been assigned to such Collateral Obligation by Moody’s upon the request of the Issuer or the Portfolio Manager, such rating or rating estimate; and

(v) if not determined pursuant to clause (i), (ii), (iii) or (iv) above, the Moody’s Derived Rating; provided that any Moody’s Default Probability Rating determined on the basis of an estimated rating pursuant to clause (iv) above that has not been renewed by Moody’s on or before the 13th month anniversary of its issuance or prior renewal will be deemed to be (x) for a period of 60 days, one subcategory below the previous estimated rating and (y) thereafter, “Caa3”, in each case pending receipt of such rating ; provided, further, that the Moody’s Default Probability Rating with respect to any DIP Collateral Obligation shall be the rating assigned by clause (D) of the definition of “Moody’s Derived Rating”.

For purposes of calculating a Moody’s Default Probability Rating, each applicable rating on credit watch by Moody’s with positive or negative implication or on negative outlook at the time of calculation will be adjusted in accordance with the Moody’s Outlook/Review Rules.

“Moody’s Derived Rating” means, with respect to a Collateral Obligation whose Moody’s Rating or Moody’s Default Probability Rating cannot otherwise be determined pursuant to the definitions thereof, such Moody’s Rating or Moody’s Default Probability Rating shall be determined as set forth below.

(A) (1) if such Collateral Obligation is publicly rated by S&P:

Number of Subcategories Collateral Relative to Moody’s Type of Collateral Rating by Obligation Rated Equivalent of Rating by Obligation S&P by S&P S&P Not Structured >“BBB-” Not a loan or -1 Finance Obligation Participation Interest in loan Not Structured <“BB+” Not a loan or -2 Finance Obligation Participation Interest in loan Not Structured Loan or -2 Finance Obligation Participation Interest in loan

(2) if such Collateral Obligation is not rated by S&P but another security or obligation of the obligor is publicly rated by S&P (a “parallel security”), then the rating of such parallel security will at the election of the Portfolio Manager be determined in accordance with the table set forth in subclause (A)(1) above, and the Moody’s Rating or Moody’s Default Probability Rating of such Collateral Obligation will be determined by further adjusting the rating of such parallel security (for such purposes treating the parallel security as if it were rated by Moody’s at the rating determined pursuant to this subclause (A)(2)) by the number of rating sub-categories according to the table below:

Number of Subcategories Obligation Category of Rated Relative to Rated Obligation Obligation Rating Senior secured obligation -1 Unsecured obligation 0 Subordinated obligation +1

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(3) if such Collateral Obligation is not rated by S&P but there is a public issuer credit rating of the issuer of such Collateral Obligation by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such Collateral Obligation, then such issuer credit rating will at the election of the Portfolio Manager be determined in accordance with subclause (A)(2) (for such purposes, treating such public issuer credit rating as if it were a rating of a parallel security); or

(4) if such Collateral Obligation is a DIP Collateral Obligation, no Moody’s Rating or Moody’s Default Probability Rating may be determined based on a rating by S&P or any other rating agency;

(B) if such Collateral Obligation is not rated by Moody’s or S&P and no other security or obligation of the issuer of such Collateral Obligation is rated by Moody’s or S&P, and if Moody’s has been requested by the Issuer, the Portfolio Manager or an affiliate of the Portfolio Manager to assign a rating or rating estimate with respect to such Collateral Obligation but such rating or rating estimate has not been received, pending receipt of such estimate, (1) “B3” if the Portfolio Manager certifies to the Trustee (with a copy to the Collateral Administrator) that the Portfolio Manager believes that such estimate will be at least “B3” and if the Aggregate Principal Balance of Collateral Obligations determined pursuant to this clause (B) does not exceed 5% of the Collateral Principal Amount of all Collateral Obligations or (2) otherwise, “Caa1;”

(C) if the obligor of such Collateral Obligation is a U.S. obligor and if such Collateral Obligation is a senior secured obligation of the obligor and (1) neither the obligor nor any of its affiliates is subject to reorganization or bankruptcy proceedings, (2) no debt securities or obligations of the obligor are in default, (3) neither the obligor nor any of its affiliates have defaulted on any debt during the past two years, (4) the obligor has been in existence for the past five years, (5) the obligor is current on any cumulative dividends, (6) the fixed-charge ratio for the obligor exceeds 125% for each of the past two fiscal years and for the most recent quarter, (7) the obligor had a net profit before tax in the past fiscal year and the most recent quarter and (8) the annual financial statements of the obligor are unqualified and certified by a firm of independent accountants of national reputation, and quarterly statements are unaudited but signed by a corporate officer, “Caa1;”

(D) with respect to any DIP Collateral Obligation, one subcategory below the facility rating (whether public or private) of such DIP Collateral Obligation rated by Moody’s; or

(E) if not determined pursuant to clauses (A) through (D) above, “Caa3.”

For purposes of calculating a Moody’s Derived Rating, each applicable rating calculated pursuant to clause (A)(1), (2) or (3) above using an S&P rating that is on credit watch by S&P with positive or negative implication or on negative outlook at the time of calculation will be adjusted in accordance with the Moody’s Outlook/Review Rules, after giving effect to the determination of the rating in accordance with the provisions above.

“Moody’s Outlook/Review Rules” means, for any Collateral Obligation that is placed on negative outlook or on review for upgrade or downgrade (A) the rating otherwise determined in accordance with the definition of Moody’s Default Probability Rating, Moody’s Derived Rating or Moody’s Rating for the purposes of calculating Moody’s Weighted Average Rating Factor shall be adjusted as follows: (i) for any Collateral Obligation that is placed on negative outlook, such rating shall be adjusted downward one notch, (ii) for any Collateral Obligation that is placed on review for possible downgrade, such rating shall be adjusted downward two notches and (iii) for any Collateral Obligation that is placed on review for possible upgrade, such rating shall be adjusted upward one notch and (B) the rating otherwise determined in accordance with the definition of Moody’s Default Probability Rating, Moody’s Derived Rating or Moody’s Rating for all other purposes shall be adjusted as follows: (i) for any Collateral Obligation that is placed on review for possible downgrade, such rating shall be adjusted downward one notch and (ii) for any Collateral Obligation that is placed on review for possible upgrade, such rating shall be adjusted upward one notch.

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“Moody’s Rating” means, with respect to any Collateral Obligation (other than a DIP Collateral Obligation), as of any date of determination, the rating determined in accordance with the following methodology:

(i) With respect to a Collateral Obligation that (A) is publicly rated by Moody’s, such public rating, or (B) is not publicly rated by Moody’s but for which a rating or rating estimate has been assigned by Moody’s upon the request of the Issuer, the Portfolio Manager or an affiliate of the Portfolio Manager, such rating or, in the case of a rating estimate, the applicable rating estimate for such obligation;

(ii) With respect to a Collateral Obligation that is a Moody’s Senior Secured Loan or Participation Interest in a Moody’s Senior Secured Loan, if not determined pursuant to clause (i) above, if the obligor of such Collateral Obligation has a corporate family rating by Moody’s, then the Moody’s rating that is one subcategory higher than such corporate family rating;

(iii) With respect to a Collateral Obligation, if not determined pursuant to clause (i) or (ii) above, if the obligor of such Collateral Obligation has one or more senior unsecured obligations publicly rated by Moody’s, then the Moody’s public rating on any such obligation (or, if the Collateral Obligation is a Moody’s Senior Secured Loan, the Moody’s rating that is two subcategories higher than the Moody’s public rating on any such senior unsecured obligation) as selected by the Portfolio Manager in its sole discretion;

(iv) With respect to a Collateral Obligation that is not a Moody’s Senior Secured Loan or a Participation Interest in a Moody’s Senior Secured Loan, if not determined pursuant to clause (i), (ii) or (iii) above, if the obligor of such Collateral Obligation has a corporate family rating by Moody’s, then the Moody’s rating that is one subcategory lower than such corporate family rating; and

(v) With respect to a Collateral Obligation that is not a Moody’s Senior Secured Loan or a Participation Interest in a Moody’s Senior Secured Loan, if not determined pursuant to clause (i), (ii), (iii) or (iv) above, if the obligor of such Collateral Obligation has one or more subordinated obligations publicly rated by Moody’s, then the Moody’s rating that is one subcategory higher than the public rating on any such obligation as selected by the Portfolio Manager in its sole discretion; and

(vi) With respect to a Collateral Obligation, if not determined pursuant to clause (i), (ii), (iii), (iv) or (v) above, the Moody’s Derived Rating; provided that the Moody’s Rating of any DIP Collateral Obligation shall be the facility rating (whether public or private) of such DIP Collateral Obligation rated by Moody’s.

For purposes of calculating a Moody’s Rating, each applicable rating on credit watch by Moody’s with positive or negative implication or on negative outlook at the time of calculation will be adjusted in accordance with the Moody’s Outlook/Review Rules.

“Moody’s Rating Condition” means, with respect to any action taken or to be taken by or on behalf of the Issuer, a condition that is satisfied if Moody’s has confirmed in writing (which confirmation may be in the form of a press release) to the Issuer, the Trustee and/or the Portfolio Manager that no immediate withdrawal or reduction with respect to its then-current rating by Moody’s of the Class A Notes will occur as a result of such action; provided, that, notwithstanding any provision to the contrary in the Indenture, the Moody’s Rating Condition is not required to be satisfied if (x) the Class A Notes and any other Class of Notes that receives a solicited rating requested by the Issuer from Moody’s are not outstanding or rated by Moody’s or (y) if Moody’s makes a public announcement or informs the Issuer, the Portfolio Manager or the Trustee that (i) it believes satisfaction of the Moody’s Rating Condition is not required with respect to the applicable action or (ii) its practice is not to give such confirmations.

“Moody’s Recovery Amount” means, with respect to any Collateral Obligation which is a Defaulted Obligation, the amount equal to:

(a) the applicable Moody’s Recovery Rate; multiplied by

(b) the principal balance of such Defaulted Obligation.

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“Moody’s Second Lien Loan” means a Second Lien Loan that has a Moody’s facility rating and the obligor of such Second Lien Loan has a Moody’s corporate family rating.

“Moody’s Senior Secured Bond” means a Secured Bond that has a Moody’s facility rating and the obligor of such Secured Bond has a Moody’s corporate family rating.

“Moody’s Senior Secured Floating Rate Note” means a Senior Secured Floating Rate Note that has a Moody’s facility rating and the obligor of such Senior Secured Floating Rate Note has a Moody’s corporate family rating.

“Moody’s Senior Secured Loan” means:

(a) a loan that:

(i) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the obligor of the loan;

(ii) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the obligor’s obligations under the loan; and

(iii) the value of the collateral securing the loan together with other attributes of the obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Portfolio Manager) to repay the loan in accordance with its terms and to repay all other loans of equal seniority secured by a first priority security interest or lien in the same collateral); and

(b) and the loan is not:

(i) a DIP Collateral Obligation; or

(ii) a loan for which the security interest or lien (or the validity or effectiveness thereof) in substantially all of its collateral attaches, becomes effective, or otherwise “springs” into existence after the origination thereof.

“Non-Emerging Market Obligor” means an obligor that is Domiciled either in (x) the United States or (y) any country that has a country ceiling for foreign currency bonds of at least “Aa2” by Moody’s and a foreign currency issuer credit rating of at least “AA” by S&P.

“Offer” means any tender offer, voluntary redemption, exchange offer, conversion or other similar action.

“Partial Deferrable Security” means any loan or debt obligation on which at least a portion (but less than all) of interest accrued for a specified period of time or until the maturity thereof is required pursuant to the terms of the related underlying instruments to be paid in cash and, taking into account amounts not required to be paid in cash, would result in the outstanding principal amount of such loan or debt obligation having an effective rate of Deferrable Cash-Pay Interest at least equal to (i) if such loan or debt obligation is a fixed rate loan or debt obligation, 4% per annum, or (ii) if such loan or debt obligation is a floating rate loan or debt obligation, LIBOR plus 0.50%.

“Participation Interest” means a participation interest in a loan that at the time of acquisition is represented by a contractual obligation of a Selling Institution that has at the time of acquisition (i) a long-term debt rating of at least “A” by S&P and a short-term debt rating of at least “A-1” by S&P or (ii) a long-term debt rating of at least “A+” by S&P.

“Permitted Offer” means an Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting solely of cash, other Eligible Investments and/or other Collateral Obligations in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Portfolio Manager has determined in its judgment that the offeror has sufficient access to financing to consummate the Offer.

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“Pledged Obligation” means, as of any date of determination, the Collateral Obligations, the Eligible Investments and any Equity Security which forms part of the Assets the lien on which has been granted to the Trustee pursuant to the Indenture.

“Pre-funded Letter of Credit” means any letter of credit facility that requires a lender party thereto to pre-fund in full its obligations thereunder, provided that any such lender (a) shall have no further funding obligation thereunder and (b) shall have a right to be reimbursed or repaid by the borrower its pro rata share of any draws on a letter of credit issued thereunder; provided, that the account into which the pre-funded amounts in respect of a letter of credit facility shall be deposited shall be a Pre-funded Letter of Credit Eligible Account at the time of such deposit.

“Pre-funded Letter of Credit Eligible Account” means either (a) a segregated trust account maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulation regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b), which, in either case, has corporate trust power, acting in its fiduciary capacity or (b) an account maintained with an institution or trust company whose long-term debt rating by S&P is at least “A” and whose short-term debt rating by S&P is at least “A-1” (or whose long-term debt rating is at least “A+” by S&P).

“Principal Balance” means, subject to the assumptions described under “Security for the Secured Notes—Collateral Assumptions,” with respect to (a) any Pledged Obligation other than a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date of determination, the outstanding principal amount of such Pledged Obligation (excluding any capitalized interest), and (b) any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date of determination, the outstanding principal amount of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, plus (except as expressly described herein) any undrawn commitments that have not been irrevocably reduced with respect to such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation; provided, that for all purposes (i) the Principal Balance of any Equity Security or interest only strip shall be deemed to be zero, and (ii) the Principal Balance of any Zero Coupon Security shall be its accreted value as calculated from the original issue date of such Zero Coupon Security.

“Principal Financed Accrued Interest” means, with respect to any Collateral Obligation purchased during or after the Ramp-up Period, an amount equal to the amounts on deposit in the Ramp-up Account, if any, and the amount of Principal Proceeds, if any, applied towards the purchase of accrued interest on such Collateral Obligation.

“Principal Proceeds” means, with respect to any Collection Period or Determination Date, all amounts received by the Issuer during the related Collection Period that do not constitute Interest Proceeds.

“Priority Class” means, with respect to any specified Class of Notes, each Class of Notes that ranks senior to such Class, as indicated under “Overview – Principal terms of the Offered Securities – Priority Class(es)”.

“Priority Hedge Termination Event” means the occurrence of (i) the Issuer’s failure to make required payments or deliveries pursuant to a Hedge Agreement, (ii) certain events of bankruptcy, dissolution or insolvency with respect to the Issuer, (iii) the merger of the Issuer with or into another entity where such surviving entity fails to assume all obligations of the Issuer, (iv) the liquidation of the Assets due to an Event of Default under the Indenture, (v) a change in law after the Closing Date which makes it unlawful for either the Issuer or a Hedge Counterparty to perform its obligations under a Hedge Agreement, (vi) any termination of a Hedge Agreement by the Issuer (as directed by the Portfolio Manager); provided that, the Global Rating Agency Condition has been satisfied or (vii) an “Additional Termination Event” (as defined in such Hedge Agreement) with respect to the Issuer.

“Priority of Payments” means the priorities specified under “Overview—Priority of Payments” (including, without limitation, the Acceleration Priority of Payments).

“Proposed Portfolio” means the portfolio of Collateral Obligations and Eligible Investments representing Principal Proceeds resulting from the proposed purchase, sale, maturity or other disposition of a Collateral Obligation or a proposed reinvestment in an additional Collateral Obligation, as the case may be.

“Rating Agency” means each of S&P and, so long as the Class A Notes remain outstanding, Moody’s.

“Redemption Date” means the Business Day specified for the redemption of Notes in connection with an Optional Redemption (including a Refinancing) or a Clean-up Call Redemption.

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“Refinancing Proceeds” means the proceeds from any Refinancing permitted under the Indenture.

“Registered Investment Adviser” means (x) an investment adviser registered under the Investment Advisers Act of 1940, as amended and (y) any affiliate of such an investment adviser listed as a relying adviser of such investment adviser in its Form ADV.

“Reinvestment Agreement” means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity; provided, however, that such agreement provides that it is terminable by the purchaser, without penalty, in the event that the rating assigned to such agreement by either Rating Agency is at any time lower than such agreement’s Eligible Investment Required Rating.

“Related Obligation” means an obligation issued by the Portfolio Manager, any of its affiliates that are investment funds or any other person that is an investment fund whose investments are primarily managed by the Portfolio Manager or any such affiliate.

“Restricted Trading Period” means each day during any period in which both (a) the Moody’s or S&P rating of the Class A Notes is withdrawn (and not reinstated) or is one or more subcategories below its rating on the Closing Date and (b) the Effective Date Overcollateralization Test is not satisfied; provided, that such period will not be a Restricted Trading Period (so long as the Moody’s or S&P rating of the Class A Notes, as applicable, has not been further downgraded, withdrawn or put on watch) upon the direction of a Majority of the Controlling Class.

“Revolving Collateral Obligation” means any Collateral Obligation (other than a Delayed Drawdown Collateral Obligation) that is a loan (including, without limitation, revolving loans, including funded and unfunded portions of revolving credit lines and letter of credit facilities, unfunded commitments under specific facilities and other similar loans and investments) that by its terms may require one or more future advances to be made to the borrower by the Issuer; provided, that any such Collateral Obligation will be a Revolving Collateral Obligation only until all commitments to make advances to the borrower expire or are terminated or irrevocably reduced to zero.

“S&P CDO Monitor” means each dynamic, analytical computer model developed by S&P used to calculate the default frequency in terms of the amount of debt assumed to default as a percentage of the original principal amount of the Collateral Obligations consistent with a specified benchmark rating level based upon certain assumptions (including the applicable Weighted Average S&P Recovery Rate) and S&P’s proprietary corporate default studies, as may be amended by S&P from time to time upon notice to the Issuer, the Collateral Administrator, the Portfolio Manager and the Trustee. The Portfolio Manager may request additional Class Break-even Default Rates with respect to additional Minimum Weighted Average Floating Spreads, Maximum Weighted Average Lives (which shall not exceed 8.0) and Minimum Weighted Average S&P Recovery Rate columns not included in the definition of “S&P Test Matrix.” Following receipt, the Portfolio Manager shall furnish to the Collateral Administrator such additional Class Break-even Default Rates. The S&P Test Matrix shall include any such additional Minimum Weighted Average Floating Spreads, Maximum Weighted Average Lives and Minimum Weighted Average S&P Recovery Rate columns with respect to which additional Class Break-even Default Rates have been requested and received.

“S&P Collateral Value” means, with respect to any Defaulted Obligation, the lesser of (i) the S&P Recovery Amount of such Defaulted Obligation as of the relevant Measurement Date and (ii) the Market Value of such Defaulted Obligation as of the relevant Measurement Date.

“S&P Rating” means, with respect to any Collateral Obligation, as of any date of determination, the rating determined in accordance with the following methodology:

(i) (a) if there is an issuer credit rating of the issuer of such Collateral Obligation by S&P as published by S&P, or the guarantor which meets the applicable S&P criteria and unconditionally and irrevocably guarantees such Collateral Obligation then the S&P Rating shall be such rating (regardless of whether there is a published rating by S&P on the Collateral Obligations of such issuer held by the Issuer; provided, that private ratings (that is, ratings provided at the request of the obligor) may be used for purposes of this definition if the related obligor has consented to the disclosure thereof and a copy of such consent has been provided to S&P) or (b) if there is no issuer credit rating of the issuer by S&P but (i) if there is a senior secured rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category below such rating; (ii) if clause (i) above does not apply but there is a senior

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unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Obligation shall equal such rating; and (iii) if neither clause (i) or (ii) above applies but there is a subordinated rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category above such rating if such rating is higher than “BB+,” and shall be two subcategories above such rating if such rating is “BB+” or lower;

(ii) if there is not a rating by S&P on the issuer or on an obligation of the issuer, then the S&P Rating may be determined pursuant to clauses (a) through (c) below:

(a) if an obligation of the issuer is not a DIP Collateral Obligation and is publicly rated by Moody’s, then the S&P Rating will be determined in accordance with the methodologies for establishing the Moody’s Rating set forth above except that the S&P Rating of such obligation will be (1) one sub-category below the S&P equivalent of the Moody’s Rating if such Moody’s Rating is “Baa3” or higher and (2) two subcategories below the S&P equivalent of the Moody’s Rating if such Moody’s Rating is “Ba1” or lower;

(b) the Issuer or the Portfolio Manager on behalf of the Issuer (or an affiliate of the Portfolio Manager at the direction of the Portfolio Manager) may apply to S&P at [email protected] on or prior to the acquisition of a Collateral Obligation for a credit estimate which shall be its S&P Rating and all “information” reasonably available to the Portfolio Manager must be submitted within 30 days of acquisition; provided, that for a period of up to 90 days from the date of acquisition, pending receipt from S&P of such estimate, such Collateral Obligation shall be deemed to have the S&P Rating that the Portfolio Manager reasonably believes (as certified in writing by the Portfolio Manager to the Trustee and the Collateral Administrator) will be the S&P credit estimate; provided, further, that, if no credit estimate is received by the Issuer or the Portfolio Manager within 90 days of such acquisition, the Portfolio Manager shall make a request for an extension to such credit assessment process. As used in this clause (ii)(b), “information” means S&P’s “Credit Estimate Information Requirements” dated April 2011 and any other information S&P reasonably requests in order to produce a credit estimate for a particular asset. Upon the receipt of written consent from S&P to such extension, such Collateral Obligation shall continue to be deemed to have the S&P Rating that the Portfolio Manager reasonably believes (as certified in writing by the Portfolio Manager to the Trustee and the Collateral Administrator) will be the S&P credit estimate; provided, further, that if the Portfolio Manager fails to request an extension or if written consent from S&P to extend the credit assessment process past such 90-day period is not obtained, the S&P Rating of such Collateral Obligation shall be “CCC-”; provided, further, that any credit estimate provided by S&P will expire twelve months after the acquisition of the related Collateral Obligation, following which such Collateral Obligation will have an S&P Rating of “CCC-” unless, during such 12- month period, the Issuer applies for renewal thereof in accordance with the Indenture, in which case such credit estimate will continue to be the S&P Rating of such Collateral Obligation until S&P has confirmed or revised such credit estimate, upon which such confirmed or revised credit estimate will be the S&P Rating of such Collateral Obligation; provided further, that such confirmed or revised credit estimate will expire on the next succeeding 12-month anniversary of the date of the acquisition of the related Collateral Obligation and (when application is made for annual renewal in accordance with the Indenture) on each 12-month anniversary thereafter. If there is a Material Change with respect to such Collateral Obligation, the Issuer, or the Portfolio Manager on behalf of the Issuer, shall, upon notice or knowledge thereof, notify S&P and provide available information with respect thereto. S&P may, in its sole discretion, update its credit estimate of such Collateral Obligation; provided, that, such update shall not, unless so requested by the Issuer, be considered (x) a request for a credit estimate by the Issuer in accordance with the Indenture or (y) in determining whether or not the Issuer has complied with, in each case, the annual credit estimate requirements set forth in the Indenture. In the event S&P updates the credit estimate of a Collateral Obligation pursuant to the previous sentence, such credit estimate shall be used by the Issuer until such later date that it is updated by S&P; or

(c) with respect to a Collateral Obligation that (x) is not a Defaulted Obligation, (y) the obligor of which has not defaulted on any debt obligation during the past two years and (z) the obligor of

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which is current on all of its then outstanding debt obligations (and the Portfolio Manager reasonably believes such obligor will remain current on such debt obligations), the S&P Rating of such Collateral Obligation will at the election of the Issuer (at the direction of the Portfolio Manager) be “CCC-”; provided, that, the Issuer, or the Portfolio Manager on behalf of the Issuer, shall still provide the “information” (as defined in clause (ii)(b) above) with respect to such Collateral Obligation; provided, further, if there is a Material Change with respect to such Collateral Obligation, the Issuer, or the Portfolio Manager on behalf of the Issuer, shall, upon notice or knowledge thereof, notify S&P of such Material Change. In the event that S&P informs the Issuer that such Collateral Obligation has a rating other than “CCC-,” such rating shall be used by the Issuer as the S&P Rating until such later date that it is updated by S&P; or

(iii) with respect to a DIP Collateral Obligation that has no issue rating by S&P or a Current Pay Obligation that is rated “CC,” “D” or “SD” by S&P, the S&P Rating of such DIP Collateral Obligation or Current Pay Obligation, as applicable, will be, at the election of the Issuer (at the direction of the Portfolio Manager), “CCC-” or the S&P Rating determined pursuant to clause (ii)(b) above; provided, that for purposes of the determination of the S&P Rating, (x) if the applicable rating assigned by S&P to an obligor or its obligations is on “credit watch positive” by S&P, such rating will be treated as being one sub-category above such assigned rating and (y) if the applicable rating assigned by S&P to an obligor or its obligations is on “credit watch negative” by S&P, such rating will be treated as being one sub-category below such assigned rating.

“S&P Rating Condition” means, with respect to any action taken or to be taken by or on behalf of the Issuer, a condition that is satisfied if S&P has confirmed in writing to the Issuer (which confirmation may be in the form of a press release), the Trustee and/or the Portfolio Manager that no immediate withdrawal or reduction with respect to its then-current rating by S&P of any Class of Secured Notes will occur as a result of such action; provided, that the S&P Rating Condition will be deemed to be satisfied if (x) no Class of Secured Notes outstanding is rated by S&P or (y) if S&P makes a public announcement or informs the Issuer, the Portfolio Manager or the Trustee that (i) it believes satisfaction of the S&P Rating Condition is not required with respect to the applicable action or (ii) its practice is not to give such confirmations.

“S&P Recovery Amount” means with respect to any Collateral Obligation, the amount equal to:

(a) the recovery rate set forth in the column corresponding to the most senior Class of Notes then outstanding of the applicable table for the relevant Collateral Obligation category under the definition of “Weighted Average S&P Recovery Rate;” multiplied by

(b) the principal balance of such Collateral Obligation.

“S&P Recovery Rate” means, with respect to any category of Collateral Obligation, the corresponding “S&P Recovery Rate” designated in accordance with the methodology specified in the definition of the term “Weighted Average S&P Recovery Rate.”

“S&P Selling Institution Percentage” means, with respect to any Participation Interest proposed to be entered into by the Issuer or any Pre-funded Letter of Credit, criteria that will be met if immediately after giving effect to such acquisition, (x) the percentage of the Collateral Principal Amount that consists in the aggregate of Participation Interests and Pre-funded Letters of Credit with Selling Institutions that have the same or a lower S&P credit rating does not exceed the “Aggregate Selling Institution Percentage” set forth below for such S&P credit rating and (y) the percentage of the Collateral Principal Amount that consists in the aggregate of Participation Interests and Pre-funded Letters of Credit with any single Selling Institution that have the same or a lower S&P credit rating does not exceed the “Individual Selling Institution Percentage” set forth below for such S&P credit rating:

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Long-Term Senior Unsecured Individual Selling Institution Aggregate Selling Institution Debt Rating of Selling Institution Percentage Percentage S&P “AAA” 20% 20% “AA+” 10% 10% “AA” 10% 10% “AA-” 10% 10% “A+” 5% 5% “A”* 5% 5% Below “A”** 0% 0% ______* Applies only to institutions with an S&P short-term unsecured debt rating of at least “A-1.” ** Also applies to institutions with an S&P long-term senior unsecured debt rating of “A” that do not also have an S&P short-term unsecured debt rating of at least “A-1.”

“S&P Test Matrix” will be initially comprised of the tables set forth below and shall include any additional Minimum Weighted Average Floating Spreads, Maximum Weighted Average Lives and Minimum Weighted Average S&P Recovery Rate columns with respect to which additional Class Break-even Default Rates have been requested and received in accordance with the definition of “S&P CDO Monitor”. On the Closing Date, the Portfolio Manager, on behalf of the Issuer, shall elect and notify the Collateral Administrator which Break-even Rate Case shall apply initially. Thereafter, the Portfolio Manager may elect (with notice to the Collateral Administrator) to have a different Break-even Rate Case apply, provided that the Minimum Weighted Average S&P Recovery Rate Test, the Minimum S&P Floating Spread Test and the Weighted Average Life Test are satisfied or, in the case of any tests that are not satisfied, will be closer to being satisfied upon application of the new Break-even Rate Case. In no event will the Issuer or the Portfolio Manager be obliged to elect to have a different Break-even Rate Case apply. For the avoidance of doubt, (i) once a Break-even Rate Case has been elected by the Portfolio Manager (with notice to the Collateral Administrator), such election shall apply in all cases to each table comprising this S&P Test Matrix unless and until changed as specified above and (ii) each table comprising this S&P Test Matrix shall apply only for so long as the applicable Class of Notes remains outstanding.

Maximum Weighted Average Life 8.00 7.00

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Class A Notes

Minimum Weighted Average S&P Recovery Rate Minimum Column Column Column Column Column Column Column Column Column Weighted Average 1 2 3 4 5 6 7 8 9 Floating Spread 2.15% 44.1% 45.1% 46.1% 47.1% 48.1% 49.1% 50.1% 51.1% 52.1% 2.35% 43.4% 44.4% 45.4% 46.4% 47.4% 48.4% 49.4% 50.4% 51.4% 2.55% 42.6% 43.6% 44.6% 45.6% 46.6% 47.6% 48.6% 49.6% 50.6% 2.75% 41.9% 42.9% 43.9% 44.9% 45.9% 46.9% 47.9% 48.9% 49.9% 2.95% 41.2% 42.2% 43.2% 44.2% 45.2% 46.2% 47.2% 48.2% 49.2% 3.15% 40.5% 41.5% 42.5% 43.5% 44.5% 45.5% 46.5% 47.5% 48.5% 3.35% 39.7% 40.7% 41.7% 42.7% 43.7% 44.7% 45.7% 46.7% 47.7% 3.55% 39.0% 40.0% 41.0% 42.0% 43.0% 44.0% 45.0% 46.0% 47.0% 3.75% 38.3% 39.3% 40.3% 41.3% 42.3% 43.3% 44.3% 45.3% 46.3% 3.95% 37.6% 38.6% 39.6% 40.6% 41.6% 42.6% 43.6% 44.6% 45.6% 4.15% 36.9% 37.9% 38.9% 39.9% 40.9% 41.9% 42.9% 43.9% 44.9% 4.35% 36.2% 37.2% 38.2% 39.2% 40.2% 41.2% 42.2% 43.2% 44.2% 4.55% 35.5% 36.5% 37.5% 38.5% 39.5% 40.5% 41.5% 42.5% 43.5%

Class B Notes

Minimum Weighted Average S&P Recovery Rate Minimum Column Column Column Column Column Column Column Column Column Weighted Average 1 2 3 4 5 6 7 8 9 Floating Spread 2.15% 54.5% 55.5% 56.5% 57.5% 58.5% 59.5% 60.5% 61.5% 62.5% 2.35% 53.7% 54.7% 55.7% 56.7% 57.7% 58.7% 59.7% 60.7% 61.7% 2.55% 52.9% 53.9% 54.9% 55.9% 56.9% 57.9% 58.9% 59.9% 60.9% 2.75% 52.1% 53.1% 54.1% 55.1% 56.1% 57.1% 58.1% 59.1% 60.1% 2.95% 51.4% 52.4% 53.4% 54.4% 55.4% 56.4% 57.4% 58.4% 59.4% 3.15% 50.6% 51.6% 52.6% 53.6% 54.6% 55.6% 56.6% 57.6% 58.6% 3.35% 49.8% 50.8% 51.8% 52.8% 53.8% 54.8% 55.8% 56.8% 57.8% 3.55% 49.0% 50.0% 51.0% 52.0% 53.0% 54.0% 55.0% 56.0% 57.0% 3.75% 48.2% 49.2% 50.2% 51.2% 52.2% 53.2% 54.2% 55.2% 56.2% 3.95% 47.4% 48.4% 49.4% 50.4% 51.4% 52.4% 53.4% 54.4% 55.4% 4.15% 46.7% 47.7% 48.7% 49.7% 50.7% 51.7% 52.7% 53.7% 54.7% 4.35% 45.9% 46.9% 47.9% 48.9% 49.9% 50.9% 51.9% 52.9% 53.9% 4.55% 45.1% 46.1% 47.1% 48.1% 49.1% 50.1% 51.1% 52.1% 53.1%

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Class C Notes Minimum Weighted Average S&P Recovery Rate Minimum Column Column Column Column Column Column Column Column Column Weighted Average 1 2 3 4 5 6 7 8 9 Floating Spread 2.15% 62.2% 63.2% 64.2% 65.2% 66.2% 67.2% 68.2% 69.2% 70.2% 2.35% 61.2% 62.2% 63.2% 64.2% 65.2% 66.2% 67.2% 68.2% 69.2% 2.55% 60.1% 61.1% 62.1% 63.1% 64.1% 65.1% 66.1% 67.1% 68.1% 2.75% 59.1% 60.1% 61.1% 62.1% 63.1% 64.1% 65.1% 66.1% 67.1% 2.95% 58.1% 59.1% 60.1% 61.1% 62.1% 63.1% 64.1% 65.1% 66.1% 3.15% 57.1% 58.1% 59.1% 60.1% 61.1% 62.1% 63.1% 64.1% 65.1% 3.35% 56.0% 57.0% 58.0% 59.0% 60.0% 61.0% 62.0% 63.0% 64.0% 3.55% 55.0% 56.0% 57.0% 58.0% 59.0% 60.0% 61.0% 62.0% 63.0% 3.75% 54.1% 55.1% 56.1% 57.1% 58.1% 59.1% 60.1% 61.1% 62.1% 3.95% 53.1% 54.1% 55.1% 56.1% 57.1% 58.1% 59.1% 60.1% 61.1% 4.15% 52.2% 53.2% 54.2% 55.2% 56.2% 57.2% 58.2% 59.2% 60.2% 4.35% 51.2% 52.2% 53.2% 54.2% 55.2% 56.2% 57.2% 58.2% 59.2% 4.55% 50.3% 51.3% 52.3% 53.3% 54.3% 55.3% 56.3% 57.3% 58.3%

Class D Notes Minimum Weighted Average S&P Recovery Rate Minimum Column Column Column Column Column Column Column Column Column Weighted Average 1 2 3 4 5 6 7 8 9 Floating Spread 2.15% 70.2% 71.2% 72.2% 73.2% 74.2% 75.2% 76.2% 77.2% 78.2% 2.35% 69.0% 70.0% 71.0% 72.0% 73.0% 74.0% 75.0% 76.0% 77.0% 2.55% 67.8% 68.8% 69.8% 70.8% 71.8% 72.8% 73.8% 74.8% 75.8% 2.75% 66.6% 67.6% 68.6% 69.6% 70.6% 71.6% 72.6% 73.6% 74.6% 2.95% 65.3% 66.3% 67.3% 68.3% 69.3% 70.3% 71.3% 72.3% 73.3% 3.15% 64.1% 65.1% 66.1% 67.1% 68.1% 69.1% 70.1% 71.1% 72.1% 3.35% 62.9% 63.9% 64.9% 65.9% 66.9% 67.9% 68.9% 69.9% 70.9% 3.55% 61.7% 62.7% 63.7% 64.7% 65.7% 66.7% 67.7% 68.7% 69.7% 3.75% 60.6% 61.6% 62.6% 63.6% 64.6% 65.6% 66.6% 67.6% 68.6% 3.95% 59.4% 60.4% 61.4% 62.4% 63.4% 64.4% 65.4% 66.4% 67.4% 4.15% 58.3% 59.3% 60.3% 61.3% 62.3% 63.3% 64.3% 65.3% 66.3% 4.35% 57.1% 58.1% 59.1% 60.1% 61.1% 62.1% 63.1% 64.1% 65.1% 4.55% 56.0% 57.0% 58.0% 59.0% 60.0% 61.0% 62.0% 63.0% 64.0%

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Class E Notes Minimum Weighted Average S&P Recovery Rate Minimum Column Column Column Column Column Column Column Column Column Weighted Average 1 2 3 4 5 6 7 8 9 Floating Spread 2.15% 77.5% 78.5% 79.5% 80.5% 81.5% 82.5% 83.5% 84.5% 85.5% 2.35% 76.1% 77.1% 78.1% 79.1% 80.1% 81.1% 82.1% 83.1% 84.1% 2.55% 74.6% 75.6% 76.6% 77.6% 78.6% 79.6% 80.6% 81.6% 82.6% 2.75% 73.2% 74.2% 75.2% 76.2% 77.2% 78.2% 79.2% 80.2% 81.2% 2.95% 71.7% 72.7% 73.7% 74.7% 75.7% 76.7% 77.7% 78.7% 79.7% 3.15% 70.3% 71.3% 72.3% 73.3% 74.3% 75.3% 76.3% 77.3% 78.3% 3.35% 68.8% 69.8% 70.8% 71.8% 72.8% 73.8% 74.8% 75.8% 76.8% 3.55% 67.4% 68.4% 69.4% 70.4% 71.4% 72.4% 73.4% 74.4% 75.4% 3.75% 65.9% 66.9% 67.9% 68.9% 69.9% 70.9% 71.9% 72.9% 73.9% 3.95% 64.4% 65.4% 66.4% 67.4% 68.4% 69.4% 70.4% 71.4% 72.4% 4.15% 62.9% 63.9% 64.9% 65.9% 66.9% 67.9% 68.9% 69.9% 70.9% 4.35% 61.4% 62.4% 63.4% 64.4% 65.4% 66.4% 67.4% 68.4% 69.4% 4.55% 59.9% 60.9% 61.9% 62.9% 63.9% 64.9% 65.9% 66.9% 67.9%

Class F Notes

Minimum Weighted Average S&P Recovery Rate Minimum Column Column Column Column Column Column Column Column Column Weighted 1 2 3 4 5 6 7 8 9 Average Floating Spread 2.15% 81.3% 82.3% 83.3% 84.3% 85.3% 86.3% 87.3% 88.3% 89.3% 2.35% 80.1% 81.1% 82.1% 83.1% 84.1% 85.1% 86.1% 87.1% 88.1% 2.55% 78.9% 79.9% 80.9% 81.9% 82.9% 83.9% 84.9% 85.9% 86.9% 2.75% 77.7% 78.7% 79.7% 80.7% 81.7% 82.7% 83.7% 84.7% 85.7% 2.95% 76.5% 77.5% 78.5% 79.5% 80.5% 81.5% 82.5% 83.5% 84.5% 3.15% 75.3% 76.3% 77.3% 78.3% 79.3% 80.3% 81.3% 82.3% 83.3% 3.35% 74.1% 75.1% 76.1% 77.1% 78.1% 79.1% 80.1% 81.1% 82.1% 3.55% 72.9% 73.9% 74.9% 75.9% 76.9% 77.9% 78.9% 79.9% 80.9% 3.75% 71.8% 72.8% 73.8% 74.8% 75.8% 76.8% 77.8% 78.8% 79.8% 3.95% 70.7% 71.7% 72.7% 73.7% 74.7% 75.7% 76.7% 77.7% 78.7% 4.15% 69.6% 70.6% 71.6% 72.6% 73.6% 74.6% 75.6% 76.6% 77.6% 4.35% 68.5% 69.5% 70.5% 71.5% 72.5% 73.5% 74.5% 75.5% 76.5% 4.55% 67.4% 68.4% 69.4% 70.4% 71.4% 72.4% 73.4% 74.4% 75.4%

“Second Lien Loan” means any assignment of or Participation Interest in or other interest in a loan (x) that is required to be secured by a valid and perfected, second priority pledge of collateral (which (i) pledge may be subject to customary permitted liens, such as, but not limited to, tax liens and (ii) collateral is not secured solely by common stock or equity) and which has a senior (or, solely, with respect to any related first lien indebtedness, subordinated) pre-petition priority (including pari passu with other obligations of the obligor) in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings and (y) with respect to which the Portfolio Manager determines in good faith that the value of the collateral securing the loan on or about the time of acquisition by the Issuer together with other attributes of the issuer of such loan (including, without limitation, its general financial condition, ability to generate cash flow available for debt service, refinancing ability and other demands for that cash flow) is adequate to repay the principal balance of the loan in accordance with its terms and to repay the principal balance of all other loans of equal or greater seniority secured by a security interest in the same collateral.

“Secured Bond” means any obligation that (a) constitutes borrowed money, (b) is in the form of, or represented by, a bond, note, certificated debt security or other debt security (other than any of the foregoing that evidences a loan or Participation Interest), (c) is not secured solely by common stock or other equity interests, (d) if it is subordinated by

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its terms, is subordinated only to indebtedness for borrowed money, trade claims, capitalized leases or other similar obligations and (e) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the obligor’s obligations under such obligation.

“Secured Parties” means collectively the holders of the Secured Notes, the Trustee, each Hedge Counterparty, the Collateral Administrator and the Portfolio Manager.

“Securities Intermediary” is as defined in Section 8-102(a)(14) of the UCC.

“Selling Institution” means the entity obligated to make payments to the Issuer under the terms of a Participation Interest (or the agent bank in connection with a Pre-funded Letter of Credit, as the context shall require) and, as to which the S&P Selling Institution Percentage Criteria is met.

“Senior Secured Floating Rate Note” means any obligation that (a) constitutes borrowed money, (b) is in the form of, or represented by, a bond, note (other than any note evidencing a loan or a Participation Interest), certificated debt security or other debt security, (c) is expressly stated to bear interest based upon a London interbank offered rate for Dollar deposits in Europe or a relevant reference bank’s published base rate or prime rate for Dollar- denominated obligations in the United States or the United Kingdom, (d) does not constitute, and is not secured by, Margin Stock, (e) if it is subordinated by its terms, is subordinated only to indebtedness for borrowed money, trade claims, capitalized leases or other similar obligations and (f) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the obligor’s obligations under such obligation.

“Senior Secured Loan” means any assignment of or Participation Interest in or other interest in a loan (x) that is required to be secured by a valid and perfected, first priority pledge of collateral (which (i) pledge may be subject to customary permitted liens, such as, but not limited to, tax liens and (ii) is not secured solely by common stock or equity) and which has a senior pre-petition priority (including pari passu with other pre-petition obligations of the obligor) in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings and (y) solely for purposes of calculating the Weighted Average S&P Recovery Rate, such loan cannot, by its terms, be subordinated to another obligation of the obligor and the value of the collateral securing such loan, as determined by the Portfolio Manager in good faith, on or about the time of acquisition by the Issuer together with other attributes of the obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service, refinancing ability and other demands for that cash flow) is adequate to repay the Principal Balance of the loan in accordance with its terms and to repay the Principal Balance of all other loans of equal seniority secured by a security interest in the same collateral.

“Small Obligor Loan” means a debt obligation of a single obligor where the total potential indebtedness of such obligor under all of its loan agreements, indentures and other underlying instruments, in each case at the time entered into by such obligor, was less than $150,000,000.

“Step-down Obligation” means an obligation or security which by the terms of the related underlying instruments provides for a decrease in the per annum interest rate on such obligation or security (other than by reason of any change in the applicable index or benchmark rate used to determine such interest rate) or in the spread over the applicable index or benchmark rate, solely as a function of the passage of time; provided, that an obligation or security providing for payment of a constant rate of interest at all times after the date of acquisition by the Issuer shall not constitute a Step-down Obligation.

“Step-up Obligation” means an obligation or security which by the terms of the related underlying instruments provides for an increase in the per annum interest rate on such obligation or security, or in the spread over the applicable index or benchmark rate, solely as a function of the passage of time; provided, that an obligation or security providing for payment of a constant rate of interest at all times after the date of acquisition by the Issuer shall not constitute a Step-up Obligation.

“Structured Finance Obligation” means a non-recourse or limited-recourse debt obligation issued by a special purpose vehicle and secured solely by the asset or assets thereof that is a mortgage backed security, an asset backed security, a collateralized bond obligation, a collateralized loan obligation or any similar securitization of an asset or a pool of assets (or any combination thereof).

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“Supermajority” means the holders of at least 66⅔% of (x) with respect to any Class of Secured Notes, the aggregate outstanding principal amount of the Notes of such Class and (y) with respect to the Subordinated Notes, the Initial Principal Amount of the Subordinated Notes.

“Synthetic Security” means a security or swap transaction other than a Participation Interest or a Pre-funded Letter of Credit that has payments associated with either payments of interest and/or principal on a reference obligation or the credit performance of a reference obligation or payments on, or the return of, an equity interest.

“Target Initial Par Amount” means, as of any date of determination, $287,000,000 plus the aggregate amount of Principal Proceeds that result from the issuance of any additional Subordinated Notes pursuant to the Indenture (after giving effect to such issuance of any additional Subordinated Notes).

“Target Initial Par Ratio” means a ratio that is determined by dividing (x) Target Initial Par Amount by (y) $270,750,000.

“Tax Event” means (1) any new, or change to (a) a U.S. or non-U.S. tax statute, treaty, regulation, rule, ruling, practice, procedure or judicial decision or interpretation which results in any portion of any payment due from any issuer or obligor under any Collateral Obligation becoming properly subject to the imposition of U.S. or non-U.S. tax, which in the case of withholding tax is not compensated for by a “gross-up” provision under the terms of the Collateral Obligation, or (b) a Cayman Islands law that results in holders becoming properly subject to the imposition of Cayman Islands withholding tax unless the Issuer has changed its governing jurisdiction to a jurisdiction that does not impose withholding tax on holders of the Secured Notes within 90 days of becoming aware of such change in law and (2) any tax arising under or as a result of FATCA as a result of or with respect to any payment due from any issuer or obligor under any Collateral Obligation, and such tax is not specifically allocated to the holders, if any, that did not provide the Holder FATCA Information, which is not compensated for by a “gross- up” provision under the terms of the Collateral Obligation, but only, in each case, (1) or (2), if such tax or taxes amount, in the aggregate, to at least $1,000,000, during any 12 month period.

“Third Party Credit Exposure” means as of any date of determination, the sum (without duplication) of the Principal Balance (or such lesser amount as may be determined by S&P) of each Collateral Obligation that consists of a Participation Interest or a Pre-funded Letter of Credit.

“Zero Coupon Security” means any loan or obligation that at the time of purchase does not by its terms provide for the payment of cash interest.

171

INDEX OF DEFINED TERMS

Following is an index of defined terms used in this Offering Circular and the page number where each definition appears. $ ...... iv € ...... iv 1272(a)(6) Method ...... 113 25% Limitation ...... 130 Acceleration Event ...... 10 Acceleration Priority of Payments ...... 10 Accredited Investors ...... 2 Adjusted Collateral Principal Amount ...... 145 Administration Agreement ...... 109 Administrative Expense Cap ...... 145 Administrative Expenses ...... 145 Administrator ...... 109 Affected ...... 146 Aggregate Excess Spread ...... 76 Aggregate Industry Equivalent Unit Score ...... 77 Aggregate Percentage Limit ...... 157 Aggregate Principal Balance ...... 146 Article 122a ...... 27 Asset Assigned Recovery Rate Method ...... 80 Asset-Backed Commercial Paper ...... 146 Assets ...... 73 Average Par Amount ...... 77 BBA ...... 28 Benefit Plan Investors ...... 123 Bond ...... 146 Bond Yield Change ...... 146 Break Funding Amount ...... 146 Break-even Rate Case ...... 146 Bridge Loan ...... 147 Business Day ...... 147 Caa Collateral Obligation ...... 147 Calculation Agent ...... 54 CCC Collateral Obligation ...... 147 CCC/Caa Excess ...... 147 CEBS ...... 27 Central Bank ...... 24 Certificate ...... 1 Certificated Class E Notes ...... 68 Certificated Class F Notes ...... 68 Certificated Secured Notes ...... 68 Certificated Subordinated Notes ...... 68 CFC ...... 36 CFTC ...... ii Class ...... 53 Class A Notes ...... i Class A/B Coverage Tests ...... 22

I-1

Class B Notes ...... i Class B-1 Notes...... i Class B-2 Notes...... i Class Break-even Default Rate ...... 147 Class C Coverage Tests ...... 22 Class C Notes ...... i Class D Coverage Tests ...... 22 Class D Notes ...... i Class D-1 Notes ...... i Class D-2 Notes ...... i Class Default Differential ...... 147 Class E Coverage Tests ...... 22 Class E Notes ...... i Class F Notes ...... i Class F Overcollateralization Ratio Test ...... 22 Class Scenario Default Rate ...... 147 Clean-up Call Redemption ...... 5, 58 Clean-up Call Redemption Date ...... 58 Clean-up Call Redemption Price...... 58 Clearstream ...... 68 Closing Date...... i Closing Date Payment ...... 91 Code ...... 25 Co-Issued Notes ...... i Co-Issuer ...... i Co-Issuers ...... i Collateral Administration Agreement ...... 79 Collateral Administrator ...... 79 Collateral Interest Amount ...... 147 Collateral Obligation...... 14 Collateral Principal Amount ...... 148 Collateral Quality Test ...... 17 Collection Account ...... 91 Collection Period ...... 53 Company ...... 120 Concentration Limitations ...... 19 Controlling Class ...... 62 Controlling Person ...... 123 Coverage Tests ...... 22 Cov-Lite Loan ...... 148 CPO ...... ii Credit Improved Criteria ...... 148 Credit Improved Obligation ...... 148 Credit Risk Criteria ...... 148 Credit Risk Obligation ...... 149 Current Pay Obligation ...... 149 Current Portfolio ...... 149 Custodial Account ...... 92 Declaration of Trust ...... 107 Default ...... 149 Defaulted Obligation ...... 149

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Deferrable Cash-Pay Interest ...... 150 Deferrable Notes ...... i Deferrable Security ...... 150 Deferred Interest ...... 53 Deferring Security ...... 150 Delayed Drawdown Collateral Obligation ...... 150 Determination Date ...... 13 DIP Collateral Obligation ...... 150 Discount Obligation ...... 150 Diversity Score ...... 77 Dodd Frank Act...... 27 Dollars ...... iv Domicile ...... 151 DTC ...... 24 EEA ...... 24 Effective Date Overcollaterlization Test ...... 151 Effective Date Ratings Confirmation Failure ...... 151 Effective Date Report ...... 96 Eligibility Criteria ...... 14 Eligible Investment Required Ratings ...... 151 Eligible Investments ...... 151 Eligible Investments Permitted Offer ...... 153 Eligible Successor ...... 105 Equity Security...... 153 Equivalent Unit Score ...... 77 ERISA ...... 121 ERISA Plans ...... 121 ETB Subsidiary ...... 109 Euroclear ...... 68 Euros ...... iv Event of Default ...... 61 Event Risk Obligation ...... 153 Excepted Advances ...... 153 Excess CCC/Caa Adjustment Amount ...... 153 Excess Moody’s Weighted Average Fixed Coupon ...... 76 Excess Moody’s Weighted Average Floating Spread ...... 74 Excess S&P Weighted Average Fixed Coupon ...... 76 Excess S&P Weighted Average Floating Spread ...... 74 Exchange Act ...... v Expense Reserve Account ...... 93 FATCA ...... 153 Fee Basis Amount ...... 153 Final Offering Circular ...... iii FinCEN ...... 28 First LIBOR Period End Date ...... 153 Floating Rate Notes ...... 153 Foreign Financial Institution ...... 37 FRA ...... 28 FSMA ...... vi Global Notes...... 68 Global Rating Agency Condition ...... 153

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GreensLedge ...... 50 Group I Country ...... 22 Group II Country ...... 22 Group III Country ...... 22 Group IV Country ...... 22 Hedge Account...... 92 Hedge Agreement ...... 94 Hedge Counterparty ...... 15 High Yield Bonds ...... 153 Holder FATCA Information ...... 153 IGA ...... 38, 119 Incentive Management Fee ...... 100 Incentive Management Fee Threshold ...... 154 Incurrence Covenant ...... 148 Indenture ...... i Industry Diversity Score ...... 77 Initial Principal Amount ...... 154 Institutional Accredited Investor ...... 154 Interest Accrual Period...... 53 Interest Collection Subaccount ...... 91 Interest Coverage Ratio ...... 23 Interest Coverage Test ...... 23 Interest Determination Date ...... 54 Interest Proceeds ...... 154 Interest Rate ...... 53 Interest Reinvestment Test ...... 24 Interest Reserve Account ...... 94 Interim Report Date ...... 96 Interim Targets ...... 155 Investment Company Act ...... 2 Investment Criteria ...... 89 Investment Criteria Adjusted Balance ...... 155 Investor-Based Exemptions ...... 121 IRS ...... 36 IRS Agreement...... 37 Issuer ...... 1 Issuer Notes ...... i Issuer Par Amount ...... 77 Issuer Purchase...... 59 Junior Class ...... 155 Key Person ...... 105 Key Person Event ...... 104 Knowledgeable Employees ...... 2 Liabilities ...... 102 LIBOR ...... 54 LIBOR Floor Obligation ...... 76 Loan Pricing Change ...... 155 London Banking Day ...... 54 Maintenance Covenant ...... 148 Majority ...... 155 Management Fees ...... 155

I-4

Manager Related Parties ...... 102 Mandatory Redemption ...... 6, 57 Margin Loan...... 155 Margin Stock ...... 155 Market Value ...... 155 Material Change ...... 156 Maximum Moody’s Rating Factor Test ...... 18 Maximum Weighted Average Moody’s Rating Factor ...... 156 Measurement Date ...... 156 Mezzanine Notes ...... i Minimum Diversity/Maximum Rating/Minimum Spread Matrix ...... 156 Minimum Fixed Coupon ...... 17 Minimum Moody’s Fixed Coupon Test ...... 17 Minimum Moody’s Floating Spread ...... 17 Minimum Moody’s Floating Spread Test ...... 17 Minimum S&P Fixed Coupon Test ...... 17 Minimum S&P Floating Spread ...... 17 Minimum S&P Floating Spread Test ...... 17 Minimum Weighted Average Moody’s Recovery Rate ...... 157 Minimum Weighted Average Moody’s Recovery Rate Test ...... 19 Minimum Weighted Average S&P Recovery Rate Test ...... 19 Misrepresentation ...... xii Moody’s ...... i Moody’s Collateral Value ...... 157 Moody’s Counterparty Criteria ...... 157 Moody’s Default Probability Rating ...... 157 Moody’s Derived Rating ...... 158 Moody’s Diversity Test ...... 18 Moody’s Outlook/Review Rules ...... 159 Moody’s Rating ...... 160 Moody’s Rating Condition ...... 160 Moody’s Rating Factor ...... 77 Moody’s Recovery Amount ...... 160 Moody’s Recovery Rate ...... 80 Moody’s Second Lien Loan ...... 161 Moody’s Senior Secured Bond ...... 161 Moody’s Senior Secured Floating Rate Note ...... 161 Moody’s Senior Secured Loan ...... 161 Moody’s Specified Tested Items...... 96 Moody’s Weighted Average Fixed Coupon ...... 74 Moody’s Weighted Average Floating Spread ...... 74 NI 45-106 ...... x Non-Call Period ...... 3 Non-Compliant FFI ...... 37 Non-Emerging Market Obligor ...... 161 Non-Permitted ERISA Holder ...... 140 Non-Permitted Holder ...... 140 Non-Quarterly Assets ...... 93 Non-Quarterly Pay Account ...... 93 non-U.S. Holder ...... 111 Note Interest Amount ...... 55

I-5

Note Payment Sequence ...... 12 Notes...... i Notice of Default ...... 62 OFAC ...... 4 OFAC Programs ...... 4 Offer ...... 161 Offered Securities ...... i Offering ...... i, iii Offering Circular ...... iii Offering Date ...... i, iii offshore transaction ...... 68 OID ...... 113 Optional Redemption ...... 3 OSC ...... xi Overcollateralization Ratio ...... 23 Overcollateralization Ratio Test ...... 23 parallel security ...... 158 Partial Deferrable Security ...... 161 Participation Interest ...... 161 Paying Agent ...... 56 Payment Account ...... 91 Payment Date ...... 2 PCL ...... 28 Permitted Offer ...... 161 personal information ...... xi PFIC ...... 114 Placement Agency Agreement ...... 126 Placement Agent ...... 2 Placement Agents ...... 2 Plan Asset Regulations ...... 121 Plans ...... 121 Pledged Obligation ...... 162 PNC ...... 50 PNC Companies ...... 50 Portfolio Management Agreement ...... 15, 100 Portfolio Manager ...... 2, 100 Portfolio Manager Breach ...... 102 Portfolio Manager Notes ...... 103 Pre-Closing Acquisitions ...... 41 Pre-funded Letter of Credit ...... 162 Pre-funded Letter of Credit Eligible Account ...... 162 Prepaid Collateral Obligations ...... 90 Principal Balance ...... 162 Principal Collection Subaccount ...... 91 Principal Financed Accrued Interest ...... 162 Principal Proceeds ...... 162 Priority Class ...... 162 Priority Hedge Termination Event ...... 162 Priority of Payments ...... 162 Proposed Portfolio ...... 162 PTCE ...... 121

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QEF ...... 36 QEF Information ...... 115 QIB/QP ...... 68 Qualified Institutional Buyers ...... 2 Qualified Purchasers ...... 2 Ramp-up Account ...... 91 Ramp-up Period ...... 16 Rating Agencies ...... i Rating Agency ...... 162 Recalcitrant Holder ...... 37 Record Date ...... 60 Recovery Rate Adjustment Amount ...... 18 Recovery Rate Excess Amount ...... 18 Redemption ...... 3 Redemption Date ...... 162 Redemption Price ...... 5 Reference Banks ...... 54 Refinancing ...... 4 Refinancing Proceeds ...... 163 Registered Investment Adviser ...... 163 Registered Office Agreement...... 109 Regulation S ...... 2 Regulation S Global Notes ...... 68 Regulation S Global Secured Notes ...... 68 Regulation S Global Subordinated Notes ...... 68 Regulations ...... 28 Reinvestable Obligations ...... 90 Reinvestment Agreement ...... 163 Reinvestment Period ...... 16 Related Obligation ...... 163 Relevant Member State ...... v Restricted Trading Period ...... 163 Reuters Screen ...... 54 Revolver Funding Account ...... 92 Revolving Collateral Obligation ...... 163 Rule 144A ...... v Rule 144A Global Notes ...... 68 S&P ...... i S&P CDO Monitor ...... 163 S&P CDO Monitor Test ...... 19 S&P Collateral Value ...... 163 S&P Rating ...... 163 S&P Rating Condition ...... 165 S&P Recovery Amount ...... 165 S&P Recovery Rate ...... 165 S&P Selling Institution Percentage ...... 165 S&P Test Matrix ...... 166 S&P Weighted Average Fixed Coupon ...... 74 S&P Weighted Average Floating Spread ...... 75 Sale Proceeds ...... 3 SEC ...... 32

I-7

Second Lien Loan ...... 169 Secured Bond ...... 169 Secured Notes ...... i Secured Parties ...... 170 Securities Act ...... i Securities Intermediary ...... 170 Selling Institution ...... 170 Senior Management Fee ...... 100 Senior Notes ...... i Senior Secured Floating Rate Note ...... 170 Senior Secured Loan ...... 170 Service Provider Exemption ...... 122 Share Trustee ...... 107 Shares ...... 107 Small Obligor Loan ...... 170 Special Redemption ...... 58 Special Redemption Amount ...... 58 Special Redemption Date ...... 58 SRPM ...... 113 Stated Maturity...... 55 Step-down Obligation ...... 170 Step-up Obligation ...... 170 Structured Finance Obligation ...... 170 Subordinated Management Fee ...... 100 Subordinated Notes ...... i Substitute Obligations ...... 90 Supermajority ...... 171 Synthetic Security ...... 171 Target Initial Par Amount ...... 171 Target Initial Par Condition ...... 16 Tax Event ...... 171 Terrorism Law ...... 28 Third Party Credit Exposure ...... 171 Tiered Recovery Rate Method ...... 80 Trading Plan ...... 87 Transferee ...... 1 Transferor ...... 1 Treasury ...... 28 Trustee ...... i U.S. 10% Shareholder ...... 115 U.S. Dollars, ...... iv U.S. Holder ...... 110 U.S. person ...... 68 U.S.$ ...... iv United States owned foreign entity ...... 131, 4 United States person ...... 4 USA Patriot Act ...... 4 USA PATRIOT Act ...... 28 Weighted Average Life ...... 85 Weighted Average Life Test ...... 19 Weighted Average Moody’s Rating Factor ...... 76

I-8

Weighted Average Moody’s Recovery Rate ...... 79 Weighted Average S&P Recovery Rate ...... 80 Withholdable Payments ...... 37 Zero Coupon Security ...... 171

I-9

Annex A-1

Form of Purchaser Representation Letter for Subordinated Notes, Class E Notes and Class F Notes

The Bank of New York Mellon Trust Company, National Association Attention: Global Corporate Trust – Gallatin CLO V 2013-1, Ltd. 601 Travis Street, 16th Floor Houston, Texas 77002

Gallatin CLO V 2013-1, Ltd. c/o MaplesFS Limited PO Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands

GreensLedge Capital Markets LLC 520 Madison Avenue, 32nd Floor New York, New York 10022 Attention: CDO Group

PNC Capital Markets LLC 340 Madison Avenue, 11th Floor New York, New York 10173

Re: Gallatin CLO V 2013-1, Ltd. [Class E Notes] [Class F Notes] [Subordinated Notes]

Reference is hereby made to the indenture, dated as of July 18, 2013, among Gallatin CLO V 2013-1, Ltd. (the “Issuer”), Gallatin CLO V 2013-1 LLC, as co-issuer of the Co-Issued Notes, and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

This letter relates to ___ Aggregate Outstanding Amount of [Class E Notes (the “Class E Notes”)] [Class F Notes (the “Class F Notes”)] [Subordinated Notes (the “Subordinated Notes”)], which are held in the form of one or more [[Global][Certificated] Class E Notes] [[Global][Certificated] Class F Notes] [[Global][Certificated] Subordinated Notes] [in the name of][beneficially owned by] ______(the “Transferor”) to effect the transfer of the [Class E Notes] [Class F Notes] [Subordinated Notes] to ______(the “Transferee”).

In connection with the transfer of such [Class E Notes] [Class F Notes] [Subordinated Notes], the Transferee does hereby certify that the [Class E Notes] [Class F Notes] [Subordinated Notes] are being transferred (i) in accordance with the transfer restrictions set forth in the Indenture and (ii) pursuant to an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Issuer and its counsel that it is:

(a) (PLEASE CHECK ONLY ONE)

_____ both (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and (2) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act and Rule 2a51-2 under the Investment Company Act;

_____ both (1) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act and (2) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act and Rule 2a51-2 under the Investment Company Act;

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_____ both (1) an individual “accredited investor” as defined in Rule 501(a)(5) or (6) under the Securities Act and (2) a “knowledgeable employee” (as defined in Rule 3c-5 under the Investment Company Act) with respect to the Issuer; or

_____ a person that is not a “U.S. person” as defined in Regulation S under the Securities Act, and is acquiring the [Class E Notes] [Class F Notes] [Subordinated Notes] in an offshore transaction (as defined in Regulation S) in reliance on the exemption from Securities Act registration provided by Regulation S; and

(b) acquiring the [Class E Notes] [Class F Notes] [Subordinated Notes] for its own account (and not for the account of any other person) in a minimum denomination of $[200,000][10,000] (or in such other minimum denominations as the Issuer may agree on a case-by-case basis) and in integral multiples of $1,000 in excess thereof (or such lesser amount as the Issuer may agree on a case by case basis).

The Transferee further represents and warrants as follows:

1. It understands that the [Class E Notes] [Class F Notes] [Subordinated Notes] have not been and will not be registered under the Securities Act, and, if in the future it decides to offer, resell, pledge or otherwise transfer the [Class E Notes] [Class F Notes] [Subordinated Notes], such [Class E Notes] [Class F Notes] [Subordinated Notes] may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of the Indenture and the legends on such [Class E Notes] [Class F Notes] [Subordinated Notes], including the requirement for written certifications. In particular, it understands that the [Class E Notes] [Class F Notes] [Subordinated Notes] may be transferred only to a person that is one of (a) a “qualified purchaser” (as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)) that is also either (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act who purchases such [Class E Notes] [Class F Notes] [Subordinated Notes] in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder or (ii) an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), (b) a “knowledgeable employee” (as defined in Rule 3c-5 under the Investment Company Act) with respect to the Issuer (or a corporation, partnership, limited liability company or other entity (other than a trust) each shareholder, partner, member or other equity owner of which is either a knowledgeable employee or a qualified purchaser) that is also an “accredited investor” as defined in Rule 501(a) under the Securities Act or (c) a person that is not a “U.S. person” as defined in Regulation S under the Securities Act, and is acquiring the [Class E Notes] [Class F Notes] [Subordinated Notes] in an offshore transaction (as defined in Regulation S thereunder) in reliance on the exemption from registration provided by Regulation S thereunder. It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state securities laws for resale of the [Class E Notes] [Class F Notes] [Subordinated Notes].

2. In connection with its purchase of the [Class E Notes] [Class F Notes] [Subordinated Notes]: (i) none of the Co-Issuers, the Placement Agents, the Trustee, the Collateral Administrator, the Portfolio Manager or any of their respective affiliates are acting as a fiduciary or financial or investment adviser for it; (ii) it is not relying (for purposes of making any investment decision or otherwise) on any written or oral advice, counsel or representations of the Co-Issuers, the Placement Agents, the Portfolio Manager, the Trustee, the Collateral Administrator or any of their respective affiliates other than any statements in the final offering circular for such [Class E Notes] [Class F Notes] [Subordinated Notes]; (iii) it has read and understands the final offering circular for such [Class E Notes] [Class F Notes] [Subordinated Notes] (including, without limitation, the descriptions therein of the structure of the transaction in which the [Class E Notes] [Class F Notes] [Subordinated Notes] are being issued and the risks to purchasers of the [Class E Notes] [Class F Notes] [Subordinated Notes]); (iv) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary, and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Co-Issuer, the Placement Agents, the Portfolio Manager, the Trustee, the Collateral Administrator or any of their respective affiliates; (v) it will hold and transfer at least the minimum denomination of such [Class E Notes] [Class F Notes] [Subordinated Notes]; (vi) it was not formed for the purpose of investing in the [Class E Notes] [Class F Notes] [Subordinated Notes]; and (vii) it is a sophisticated investor and is purchasing the [Class E Notes] [Class F Notes] [Subordinated

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Notes] with a full understanding of all of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those risks.

3. (i) It is acquiring the [Class E Notes] [Class F Notes] [Subordinated Notes] as principal solely for its own account for investment and not with a view to the resale, distribution or other disposition thereof in violation of the Securities Act; (iii) it is not a (A) partnership, (B) common trust fund, or (C) special trust, pension, profit sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants may designate the particular investments to be made; (iv) it agrees that it shall not hold any [Class E Notes] [Class F Notes] [Subordinated Notes] for the benefit of any other person, that it shall at all times be the sole beneficial owner thereof for purposes of the Investment Company Act and all other purposes and that it shall not sell participation interests in the [Class E Notes] [Class F Notes] [Subordinated Notes] or enter into any other arrangement pursuant to which any other person shall be entitled to a beneficial interest in the distributions on the [Class E Notes] [Class F Notes] [Subordinated Notes]; (v) it is acquiring its interest in the [Class E Notes] [Class F Notes] [Subordinated Notes] for its own account; and (vi) it will hold and transfer at least the minimum denomination of the [Class E Notes] [Class F Notes] [Subordinated Notes] and provide notice of the relevant transfer restrictions to subsequent transferees.

[4 At the time of its acquisition and throughout the period that it holds such Note or any interest therein, that (1) it is not an “employee benefit plan” (as defined in Section 3(3) of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the fiduciary responsibility provisions of Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, any entity whose underlying assets are deemed to include “plan assets” by reason of such employee benefit plan’s or plan’s investment in the entity or a “benefit plan investor” as such term is otherwise defined in any regulations promulgated by the U.S. Department of Labor or under Section 3(42) of ERISA (collectively, “Benefit Plan Investors”) and (2) if it is a governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt violation under any such substantially similar law.]8

[4. It acknowledges and agrees that all of the assurances given by it in the attached Subordinated Note ERISA Certificate are correct and are for the benefit of the Issuer, the Trustee, the Placement Agents and the Portfolio Manager. It agrees and acknowledges that none of Issuer or the Trustee will recognize any transfer of the Subordinated Notes if such transfer may result in 25% or more of the value of the Subordinated Notes being held by Benefit Plan Investors.

5. It will treat its Subordinated Notes as equity of the Issuer for U.S. federal income tax purposes.]9

6. It is ______(check if applicable) a “United States person” within the meaning of Section 7701(a)(30) of the Code, and a properly completed and signed Internal Revenue Service Form W-9 (or applicable successor form) is attached hereto; or ______(check if applicable) not a “United States person” within the meaning of Section 7701(a)(30) of the Code, and a properly completed and signed applicable Internal Revenue Service Form W-8 (or applicable successor form) is attached hereto. It understands and acknowledges that failure to provide the Issuer or the Trustee with the applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or successor applicable form) in the case of a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code or an applicable Internal Revenue Service Form W-8 (or successor applicable form) in the case of a person that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code) may result in U.S. federal back-up withholding from payments to it in respect of the [Class E Notes] [Class F Notes] [Subordinated Notes].

8 Class E Notes and Class F Notes only. 9 Subordinated Notes only.

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7. It agrees not to seek to commence in respect of the Issuer or the Co-Issuer, or cause the Issuer or Co-Issuer to commence, a bankruptcy proceeding before a year and a day has elapsed since the payment in full to the holders of the Notes or, if longer, the applicable preference period then in effect.

8. To the extent required by the Issuer, as determined by the Issuer or the Portfolio Manager on behalf of the Issuer, the Issuer may, upon notice to the Trustee, impose additional transfer restrictions on the [Class E Notes] [Class F Notes] [Subordinated Notes] to comply with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) and other similar laws or regulations, including, without limitation, requiring each transferee of a [Class E Note] [Class F Note] [Subordinated Note] to make representations to the Issuer in connection with such compliance.

The Transferee agrees to provide promptly such information and execute and deliver such documents as may be necessary to comply with any and all laws and regulations (including the USA Patriot Act) to which the Issuer may be subject. The Transferee understands and agrees that, in order to ensure compliance under applicable anti-money laundering laws and regulations, the Issuer may require a detailed verification of the identity of the Transferee. The Issuer reserves the right to request such information as is necessary to verify the identity of a Transferee. In the event of delay or failure by the Transferee to produce any information required for verification purposes, the Issuer may refuse to issue the [Class E Notes] [Class F Notes] [Subordinated Notes] to the Transferee until proper information has been provided.

The Transferee covenants and agrees that it shall provide the Issuer with such information as the Issuer determines to be necessary or appropriate to (a) verify compliance with the anti-money laundering regulations of any applicable jurisdiction or (b) respond to requests for information concerning the identity of the Transferee from any governmental authority, self-regulatory organization or financial institution in connection with the Issuer’s anti-money laundering compliance procedures.

9. The rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/offices/enforcement/ofac/. In addition, the programs administered by OFAC (“OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. The Transferee represents and warrants that, to the best of its knowledge, none of: (a) the Transferee; (b) any person controlling or controlled by the Transferee; (c) if the Transferee is a privately held entity, any person having a beneficial interest in the Transferee; (d) if the Transferee is not the beneficial owner of all of the [Class E Notes] [Class F Notes] [Subordinated Notes], any person having a beneficial interest in the [Class E Notes] [Class F Notes] [Subordinated Notes]; or (e) any person for whom the Transferee is acting as agent or nominee in connection with this investment in the [Class E Notes] [Class F Notes] [Subordinated Notes] is a country, territory, individual or entity named on any OFAC list, or is a person or entity prohibited under the OFAC Programs.

10. It hereby agrees to provide the Issuer and Trustee (i) any information as is necessary (in the sole determination of the Issuer or the Trustee, as applicable) for the Issuer and the Trustee to determine whether it is a United States person as defined in Section 7701(a)(30) of the Code (a “United States person”) or a United States owned foreign entity as described in Section 1471(d)(3) of the Code (a “United States owned foreign entity”) and (ii) any additional information that the Issuer or its agent requests in connection with FATCA. If it is a United States person or a United States owned foreign entity that is a holder or beneficial owner of [Class E Notes] [Class F Notes] [Subordinated Notes] or an interest therein as of January 1, 2014 or that acquires an interest in [Class E Notes] [Class F Notes] [Subordinated Notes] after January 1, 2014, it also hereby agrees to (x) provide the Issuer and Trustee its name, address, U.S. taxpayer identification number and any other information requested by the Issuer or its agent upon request and by January 1, 2014 or, if such holder or beneficial owner acquires an interest in the [Class E Notes] [Class F Notes] [Subordinated Notes] after that date, by the date it acquires such interest and (y) update any such information provided in clause (x) promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. It understands and acknowledges that the Issuer

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may provide such information and any other information concerning its investment in the [Class E Notes] [Class F Notes] [Subordinated Notes] to the U.S. Internal Revenue Service or the relevant Cayman Islands authority. It understands and acknowledges that the Issuer has the right, under the Indenture, to compel any beneficial owner of an interest in the [Class E Notes] [Class F Notes] [Subordinated Notes] that fails to comply with the foregoing requirements to sell its interest in such [Class E Notes] [Class F Notes] [Subordinated Notes], may sell such interest on behalf of such owner and may assign such owner’s Notes a separate CUSIP number or numbers.

11. Any funds to be used by it to purchase the [Class E Notes] [Class F Notes] [Subordinated Notes] shall not directly or indirectly be derived from activities that may contravene applicable laws and regulations, including anti-money laundering laws and regulations.

12. It is not a member of the public in the Cayman Islands.

13. It understands that the Issuer, the Trustee, the Placement Agents and their respective counsel will rely upon the accuracy and truth of the foregoing representations, and it hereby consents to such reliance.

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Name of Purchaser:

Dated:

By: Name: Title:

Amount of [Class E] [Class F] [Subordinated] Notes: $

Taxpayer identification number:

Address for notices: Wire transfer information for payments:

Bank:

Address:

Bank ABA#:

Account #:

Telephone: FAO:

Facsimile: Attention:

Attention:

Denominations of certificates (if more than one): Registered name:

cc: Gallatin CLO V 2013-1, Ltd. c/o MaplesFS Limited PO Box 1093 Boundary Hall Cricket Square Grand Cayman, KY1-1102 Cayman Islands

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Annex A-2

Form of Subordinated Note ERISA Certificate

The purpose of this ERISA Certificate (this “Certificate”) is, among other things, to (i) endeavor to ensure that less than 25% of the value of the Subordinated Notes issued by Gallatin CLO V 2013-1, Ltd. (the “Issuer”) is held by (a) an “employee benefit plan” (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) a “plan” as defined in Section 4975(e)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, (c) any entity whose underlying assets include “plan assets” by reason of any such employee benefit plan’s or plan’s investment in the entity or (d) a “benefit plan investor” as defined in U.S. Department of Labor regulations or under Section 3(42) of ERISA (collectively, “Benefit Plan Investors”) so that the Issuer will not be subject to the U.S. federal pension laws contained in ERISA and Section 4975 of the Code, (ii) obtain from you certain representations and agreements and (iii) provide you with certain related information with respect to your acquisition, holding or disposition of the Subordinated Notes. By signing this Certificate, you agree to be bound by its terms.

Please be aware that the information contained in this Certificate is not intended to constitute advice and the examples given below are not intended to be, and are not, comprehensive. You should contact your own counsel if you have any questions in completing this Certificate. Capitalized terms not defined in this Certificate shall have the meanings ascribed to them in the final offering circular of the Issuer or the Indenture.

Please review the information in this Certificate and check the box(es) that are applicable to you.

If a box is not checked, you are agreeing that the applicable section does not, and will not, apply to you.

1. Employee Benefit Plans Subject to ERISA or the Code. We, or the entity on whose behalf we are acting, are an “employee benefit plan” within the meaning Section 3(3) of ERISA that is subject to Title I of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code.

Examples: (i) tax qualified retirement plans such as pension, profit sharing and section 401(k) plans, (ii) welfare benefit plans such as accident, life and medical plans, (iii) individual retirement accounts or “IRAs” and “Keogh” plans and (iv) certain tax-qualified educational and savings trusts.

2. Entity Holding Plan Assets by Reason of Plan Asset Regulations. We, or the entity on whose behalf we are acting, are an entity or fund whose underlying assets include “plan assets” by reason of the investment in such entity by an employee benefit plan or plan described in Section 1 above.

Please indicate the percentage of the entity or fund that constitutes “plan assets”: ___%. IF YOU CHECK THIS BOX 2 BUT DO NOT INCLUDE ANY PERCENTAGE IN THE BLANK SPACE, YOU WILL BE COUNTED AS IF YOU HAD FILLED IN 100% IN THE BLANK SPACE.

Examples: (i) a hedge fund or other private investment vehicle where 25% or more of the value of any class of its equity is held by Benefit Plan Investors, (ii) an insurance company separate account and (iii) a bank collective trust fund.

ERISA and the regulations promulgated thereunder are technical. Accordingly, if you have any question regarding whether you may be an entity described in this Section 2, you should consult with your counsel.

If you check Box 2, please also complete Box A:

A. The maximum percentage of the entity’s or fund’s assets that we anticipate will constitute “plan assets” for purposes of conducting the 25% test under the Plan Asset Regulations is: ____%.

IF YOU CHECKED BOX 2 BUT DO NOT INCLUDE ANY PERCENTAGE IN THE BLANK SPACE, YOU WILL BE COUNTED AS IF YOU FILLED IN 100% IN THE BLANK SPACE.

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3. Insurance Company General Account. We, or the entity on whose behalf we are acting, are an insurance company purchasing the Subordinated Notes with funds from our or their general account (i.e., the insurance company’s corporate investment portfolio), the assets of which, in whole or in part, constitute “plan assets” for purposes of the U.S. Department of Labor’s regulations set forth at 29 C.F.R. Section 2510.3-101, as effectively modified by Section 3(42) of ERISA (the “Plan Asset Regulations”).

If you check Box 3, please also check either Box A or Box B.

A. We are not able to determine an exact percentage of the general account that constitutes “plan assets” but the maximum percentage of the general account that constitutes (or will constitute) “plan assets” for purposes of the Plan Asset Regulations is less than 25%.

B. The maximum percentage of the insurance company general account that will constitute “plan assets” for purposes of conducting the 25% test under the Plan Asset Regulations is: ____%. IF YOU CHECK THIS BOX B BUT DO NOT INCLUDE ANY PERCENTAGE IN THE BLANK SPACE, YOU WILL BE COUNTED AS IF YOU FILLED IN 100% IN THE BLANK SPACE.

4. None of Sections (1) Through (3) Above Apply. We, or the entity on whose behalf we are acting, are a person that does not fall into any of the categories described in Sections (1) through (3) above.

5. No Prohibited Transaction. If we checked any of the boxes in Sections (1) through (3) above, we represent, warrant and agree that our acquisition, holding and disposition of the Subordinated Notes do not and will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

6. No Violation of Similar Law. If we are a governmental, church, non-U.S. or other plan subject to any federal, state, local or non-U.S. law substantially similar to Title I of ERISA or Section 4975 of the Code, we represent, warrant and agree that our acquisition, holding and disposition of the Subordinated Notes do not and will not constitute or give rise to a non-exempt violation of any such similar federal, state, local or non-U.S. law.

7. Controlling Person. We are, or we are acting on behalf of any of: (i) the Trustee, (ii) the Portfolio Manager, (iii) any person that has discretionary authority or control with respect to the assets of the Issuer, (iv) any person who provides financial or investment advice for a fee (direct or indirect) with respect to such assets or (v) any “affiliate” of any of the above persons. “Affiliate” shall have the meaning set forth in the Plan Asset Regulations. Any of the persons described in the first sentence of this Section (7) is referred to in this Certificate as a “Controlling Person.”

Note: We understand that, for purposes of determining whether Benefit Plan Investors hold less than 25% of the value of the Subordinated Notes, the value of any Subordinated Notes held by Controlling Persons (other than Benefit Plan Investors) are required to be disregarded.

8. Compelled Disposition. We acknowledge and agree that:

(i) if any representation that we made hereunder is subsequently shown to be false or misleading or our beneficial ownership otherwise causes Benefit Plan Investors to own 25% or more of the value of any class of equity in the Issuer, the Issuer shall, promptly after such discovery (or upon notice from the Trustee if a responsible officer of the Trustee makes the discovery (who, in each case, agrees to notify the Issuer of such discovery, if any)), send notice to us demanding that we transfer our interest to a person that is not a Non-Permitted ERISA Holder within 14 days of the date of such notice;

(ii) if we fail to transfer our Subordinated Notes, the Issuer shall have the right, without further notice to us, to sell our Subordinated Notes or our interest in the Subordinated Notes, to a purchaser

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selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose;

(iii) the Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Subordinated Notes and selling such securities to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by it in its sole discretion;

(iv) by our acceptance of an interest in the Subordinated Notes, we agree to cooperate with the Issuer to affect such transfers;

(v) the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and

(vi) the terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to us, as a result of any such sale or the exercise of such discretion.

9. Required Notification. We hereby agree that we (a) will inform the Trustee of any proposed transfer by us of all or a specified portion of the Subordinated Notes owned by us to a transferee who would be deemed to be a Benefit Plan Investor or a Controlling Person or of any proposed change in our status under ERISA which would result in all or a portion of the Subordinated Notes owned by us and not previously so characterized being deemed to be held by a Benefit Plan Investor or a Controlling Person and (b) will not permit any such transfer or change of status that would cause Benefit Plan Investors to own 25% or more of the value of any class of equity in the Issuer to become effective. We hereby agree and acknowledge that after the Trustee effects any permitted transfer of Subordinated Notes owned by us to a Benefit Plan Investor or a Controlling Person or receives notice of any such permitted change of status, the Trustee shall include such Subordinated Notes in future calculations of this 25% limitation made pursuant hereto unless subsequently notified that such Subordinated Notes (or such portion), as applicable, would no longer be deemed to be held by Benefit Plan Investors or Controlling Persons.

10. Continuing Representation; Reliance. We acknowledge and agree that the representations contained in this Certificate shall be deemed made on each day from the date we make such representations through and including the date on which we dispose of our interests in the Subordinated Notes. We understand and agree that the information supplied in this Certificate will be used and relied upon by the Issuer and the Trustee to determine that Benefit Plan Investors own or hold less than 25% of the value of the Subordinated Notes upon any subsequent transfer of the Subordinated Notes in accordance with the Indenture.

11. Further Acknowledgement. We acknowledge and agree that (i) all of the assurances contained in this Certificate are for the benefit of the Issuer, the Trustee, the Placement Agents and the Portfolio Manager as third-party beneficiaries hereof, (ii) copies of this Certificate and any information contained herein may be provided to the Issuer, the Trustee, the Placement Agents, the Portfolio Manager, affiliates of any of the foregoing parties and to each of the foregoing parties’ respective counsel for purposes of making the determinations described above and (iii) any acquisition or transfer of the Subordinated Notes by us that is not in accordance with the provisions of this Certificate shall be null and void from the beginning, and of no legal effect.

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12. Future Transfer Requirements.

Transferee Letter and its Delivery. We acknowledge and agree that we may not transfer any Subordinated Notes to any person taking its interest as a Certificated Subordinated Note unless the Trustee has received a certificate substantially in the form of this Certificate. Any attempt to transfer in violation of this section will be null and void from the beginning, and of no legal effect.

Note: Unless you are notified otherwise, the name and address of the Trustee is as follows:

The Bank of New York Mellon Trust Company, National Association Attention: Global Corporate Trust — Gallatin CLO V 2013-1, Ltd. 601 Travis Street, 16th Floor, Houston, Texas 77002

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IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate.

______[Insert Purchaser’s Name] By: Name: Title:

Dated:

This Certificate relates to $______of Subordinated Notes.

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Principal Office of Issuer Gallatin CLO V 2013-1, Ltd. c/o MaplesFS Limited PO Box 1093, Queensgate House Grand Cayman, KY1-1102 Cayman Islands

Principal Office of Co-Issuer Gallatin CLO V 2013-1 LLC c/o Puglisi & Associates 850 Library Avenue, Ste. 204 Newark, Delaware 19711

Trustee, Collateral Administrator and Paying Agent The Bank of New York Mellon Trust Company, National Association Attention: Global Corporate Trust — Gallatin CLO V 2013-1, Ltd. 601 Travis Street, 16th Floor, Houston, Texas 77002

Portfolio Manager MP Senior Credit Partners L.P. 535 Madison Avenue, 33rd Floor New York, New York 10022

Irish Listing Agent Maples and Calder 75 St. Stephen’s Green Dublin 2 Ireland

Legal Advisors

To the Co-Issuers and GreensLedge, as Placement To the Issuer as to the Cayman Islands law Agent, as to United States law Maples and Calder White & Case LLP PO Box 309, Ugland House 1155 Avenue of the Americas South Church Street New York, New York 10036 George Town, Grand Cayman KY1-1104 Cayman Islands

To PNC, as Placement Agent, as to To the Portfolio Manager as to United States law United States law Akin Gump Strauss Hauer & Feld LLP Mayer Brown LLP One Bryant Park 1675 Broadway New York, New York 10036 New York, New York 10019

To the Trustee as to United States law Locke Lord LLP 600 Travis Houston, Texas 77002