c/o MaplesFS Limited NOTE: THIS NOTICE CONTAINS …

Garrison BSL CLO 2016-1 Ltd.

(formerly known as Garrison Funding 2016-1 Ltd.) c/o MaplesFS Limited

P.O. Box 1093 Boundary Hall, Cricket Square

Grand Cayman KY1-1102 Cayman Islands

April 16, 2020

Re: Written Notice Regarding Assignment of Collateral Management Agreement NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER. To the Holders of Notes1 described below:

Rule 144A Regulation S

CUSIP ISIN CUSIP ISIN Common Code

Class X-R Notes 36655X AN9 US36655XAN93 G38516 AG8 USG38516AG84 197051787

Class A-1-R Notes 36655X AQ2 US36655XAQ25 G38516 AH6 USG38516AH67 197051841

Class A-2a-R Notes 36655X AS8 US36655XAS80 G38516 AJ2 USG38516AJ24 197051795

Class A-2b-R Notes 36655X AY5 US36655XAY58 G38516 AM5 USG38516AM52 197051809

Class B-R Notes 36655X AU3 US36655XAU37 G38516 AK9 USG38516AK96 197051850

Class C-R Notes 36655X AW9 US36655XAW92 G38516 AL7 USG38516AL79 197051817

Class D-R Notes 36655V AE3 US36655VAE39 G38515 AC9 USG38515AC97 197051825

Subordinated Notes 36655V AC7 US36655VAC72 G38515 AB1 USG38515AB15 149097155

Reference is made to (i) the Indenture, dated as of October 6, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among Garrison BSL CLO 2016-1 Ltd. (the “Issuer”), Garrison BSL CLO 2016-1 LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”) and Deutsche Bank Trust Company Americas, as trustee (in

1 No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

2

such capacity, the “Trustee”) and (ii) the Written Notice Regarding Proposed Assignment of Collateral Management Agreement dated March 26, 2020 (the “Written Notice”). Capitalized terms used but not defined herein shall have the meanings specified in the Indenture.

Further to the Written Notice and in accordance with Section 13(d) of the Collateral Management Agreement, this notice is to inform all Holders of Notes issued by the Co-Issuers or the Issuer, as applicable, that effective as of April 16, 2020, Garrison Funding 2016-1 Manager LLC has assigned all of its rights and obligations as collateral manager under the Collateral Management Agreement to Anchorage Capital Group, L.L.C. and been released from further obligations created thereby (the “CMA Assignment”).

In accordance with Section 20 of the Collateral Management Agreement, the Holders of Notes issued by the Co-Issuers or the Issuer, as applicable, are further notified that, concurrently with the CMA Assignment, the Issuer and Anchorage Capital Group, L.L.C. have entered into an amended and restated Collateral Management Agreement, an executed copy of which is attached hereto as Exhibit A.

By this Issuer Order, the Issuer hereby directs the Trustee to (i) distribute this notice to the Holders of Notes, (ii) distribute this notice to each Rating Agency, (iii) post on its website this notice and (iv) distribute to or otherwise post this notice to Euronext Dublin, each in the name and at the expense of the Issuer.

[Signature Page to Notice re CMA Assignment]

GARRISON BSL CLO 2016-1 LTD.

By:_________________________________

Name: Carrie Bunton

Title: Director

EXHIBIT A

[Second Amended and Restated Collateral Management Agreement]

EXECUTION VERSION

1 26593825.BUSINESS

SECOND AMENDED AND RESTATED COLLATERAL MANAGEMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED COLLATERAL MANAGEMENT AGREEMENT, dated as of April 16, 2020 (the “Agreement”), is by and among Garrison BSL CLO 2016-1 Ltd. (formerly Garrison Funding 2016-1 Ltd.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), and Anchorage Capital Group, L.L.C., a Delaware limited liability company (the “Collateral Manager”).

WITNESSETH:

WHEREAS, the Issuer and Garrison Funding 2016-1 Manager LLC, a Delaware limited liability company (“Garrison”), are parties to that certain amended and restated collateral management agreement, dated as of April 3, 2019 (such agreement, as amended, modified or waived prior to the date hereof, the “Existing Agreement”);

WHEREAS, Garrison has entered into an agreement with Anchorage Capital Group, L.L.C. (“Anchorage”) to sell, transfer and assign its rights and responsibilities as collateral manager under the Existing Agreement to Anchorage (the “Assignment”);

WHEREAS, in connection with (and concurrent to) the Assignment, the parties hereto wish to amend and restate the Existing Agreement in its entirety in order to make certain modifications agreed to between the parties hereto;

WHEREAS, the Issuer, Garrison BSL CLO 2016-1 LLC (formerly Garrison Funding 2016-1 LLC) (the “Co-Issuer”) and Deutsche Bank Trust Company Americas (the “Trustee”) have previously entered into that certain supplemental indenture, dated as of April 3, 2019 (the “Indenture”), to modify certain terms of the existing indenture, dated as of October 6, 2016;

WHEREAS, all conditions precedent to the execution of this Agreement have been complied with;

WHEREAS, as collateral security for the Secured Notes and the other secured obligations referred to in the Indenture, the Issuer has pledged certain Assets and Eligible Investments, the Hedge Agreements and the rights of the Issuer thereunder, if any, the Accounts, all amounts deposited therein, and Eligible Investments purchased with funds on deposit in such Accounts, the rights of the Issuer hereunder and under the Collateral Administration Agreement, and all proceeds of the foregoing, all as set forth in the Indenture (collectively, the “Collateral”), to the Trustee as security for the Secured Notes and the other secured obligations referred to in the Indenture;

WHEREAS, the Issuer desires to appoint Anchorage Capital Group, L.L.C. as the Collateral Manager to provide the services described herein and Anchorage Capital Group, L.L.C. desires to accept such appointment; and

2 26593825.BUSINESS

WHEREAS, the Collateral Manager has the capacity to provide the services required hereby and is prepared to perform such services upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Appointment.

(a) The Issuer hereby appoints the Collateral Manager to act as collateral manager in respect of the Issuer for the period and on the terms set forth in this Agreement. The Collateral Manager accepts such appointment and agrees to render and be responsible for the services herein set forth for the compensation herein provided. To the extent that any provisions of this Agreement are inconsistent with any provisions of the Indenture, the provisions of the Indenture shall control.

(b) On the date hereof (the “Effective Date”), the Existing Agreement shall be amended, restated and superseded in its entirety by this Agreement. The Issuer hereby acknowledges and agrees that any duty, obligation, responsibility or action taken (or not taken) by Garrison prior to the Effective Date shall solely be the responsibility of Garrison, as is any claim, liabilities, damages, losses, costs and expenses arising from Garrison’s performance and/or role as collateral manager prior to the Effective Date. All references in the Transaction Documents to the Collateral Management Agreement shall be deemed to refer to this Agreement from and after the Effective Date.

2. Defined Terms.

Capitalized terms in this Agreement, unless otherwise defined, have the meanings ascribed to them in the Indenture.

3. Authority of the Collateral Manager.

(a) The Collateral Manager shall manage the Collateral and other investments (including cash), instruments and contracts belonging to the Issuer (collectively, “Investments”), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, and shall use commercially reasonable efforts to do so in accordance with the requirements set forth in the Indenture and this Agreement (including Annex A hereto). Subject to the foregoing, and in all cases, to Section 3(e), the authority granted hereby to the Collateral Manager includes the power to:

(i) (1) select all Investments to be acquired by the Issuer and pledged to the Trustee pursuant to the Indenture, (2) facilitate the acquisition and settlement of Investments by the Issuer, (3) select and manage any Hedge Agreements on behalf of the Issuer in accordance with the Indenture and (4) determine in accordance with the conditions and procedures specified in the Indenture whether to initiate a Special Redemption;

3 26593825.BUSINESS

(ii) take on behalf of the Issuer or direct the Trustee to take, from time to time, any one or more of the following actions with respect to an Investment, to the extent applicable:

(1) retain such Investment;

(2) sell or otherwise dispose of such Investment in the open market or otherwise;

(3) tender such Investment pursuant to an offer for exchange;

(4) consent or refuse to consent to any proposed amendment, modification, restructuring, exchange or waiver in connection with such Investment;

(5) waive a default with respect to any defaulted Investment;

(6) vote to accelerate the maturity of any defaulted Investment;

(7) participate in a committee or group formed by creditors of an issuer or a borrower under an Investment; and

(8) exercise any other rights or remedies with respect to such Investment as provided in documents governing the terms of such Investment or take any other action consistent with the terms hereof and the Indenture;

(iii) from time to time, take or refrain from taking actions, and exercising rights and discretions, vested in the Collateral Manager pursuant to the terms of the Indenture;

(iv) take on behalf of the Issuer or direct the Trustee to take, from time to time, all actions required in connection with a redemption of Notes as provided in the Indenture;

(v) cause the Issuer to enter into Hedge Agreements from time to time as the Collateral Manager may deem proper in a manner consistent with the requirements of the Indenture (with such counterparties as the Collateral Manager may determine), monitor the Hedge Agreements, and direct the Trustee on behalf of the Issuer in respect of all actions to be taken thereunder by the Issuer as permitted by the terms of the Indenture (including the termination or novation of any such Hedge Agreements);

(vi) do any and all acts and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to property or assets held or owned by the Issuer, including, without limitation, the right to participate in arrangements with creditors, institute and settle or compromise suits and

4 26593825.BUSINESS

administrative proceedings and other similar matters, all in accordance with the Indenture;

(vii) pay, or authorize the payment and reimbursement of, brokerage commissions, which may be in excess of the lowest rates available, which are paid to brokers who execute transactions for the account of the Issuer and who supply or pay the cost of research and brokerage services;

(viii) do any and all acts on behalf of the Issuer and exercise all rights of the Issuer with respect to its interest in any person, firm, corporation or other entity, including without limitation the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;

(ix) organize one or more ETB Subsidiaries to hold investments for the Issuer, cause Investments or other property to be transferred to such ETB Subsidiaries and take actions with respect to such Investments and property as are provided for in subsection (ii) above, and in that regard the Collateral Manager or an Affiliate thereof may serve as an advisor to such ETB Subsidiaries;

(x) cause the Issuer to purchase securities from or sell securities to other clients or vehicles, direct the transfer of securities between funds or purchase or sell an investment that is being sold or purchased, respectively, at the same time by the Collateral Manager, an Affiliate or another advisory client, subject to the Indenture and applicable securities laws;

(xi) take any and all actions that are necessary or expedient on behalf of the Issuer in order to comply with or avoid any withholding tax (or other detriment) under (A) the U.S. provisions commonly known as the Foreign Account Tax Compliance Act (“FATCA”), and any regulations and guidance thereunder, (B) any intergovernmental agreements between the jurisdiction(s) in which the Issuer is organized or resident and each of the United States and the United Kingdom, the Multilateral Competent Authority Agreement implementing the Common Reporting Standard, any other intergovernmental agreement between or among any jurisdictions concerning the collection or sharing of information, and any legislation, regulations or guidance enacted or promulgated in any jurisdiction or by any international organization (including the Organisation for Economic Co-operation and Development) in respect of any of the foregoing, and (C) any other current or future legislation, regulations, guidance or agreements that require the Issuer to (or would result in the imposition of any withholding tax or other detriment if the Issuer did not) report information to any withholding agent, governmental authority, or other person (together, the authorities described in clauses (A), (B) and (C) are referred to herein as the “AEOI Regimes”), including, without limitation:

(1) facilitating the introduction of a compliance program to fulfill the requirements of the AEOI Regimes on behalf of the Issuer;

5 26593825.BUSINESS

(2) acting on behalf of the Issuer to comply with the AEOI Regimes;

(3) registering the Issuer (and causing the Issuer to obtain any applicable status) with the U.S. Internal Revenue Service (the “IRS”) and any other governmental authority, and making any modifications to any such registrations;

(4) obtaining a Global Intermediary Identification Number and any other applicable identifying number for the Issuer;

(5) causing the Issuer to enter into (or otherwise agree to comply with the terms of) an “FFI agreement” with the IRS or any other agreement with any governmental authority in connection with the AEOI Regimes;

(6) acting (or designating one or more persons to act) as the responsible officer or a point of contact with the IRS or in any other similar capacity with respect to any other governmental authority in connection with the AEOI Regimes;

(7) preparing (or causing the preparation of) and signing IRS Forms W-8 and any other applicable certifications or documentation relating to the AEOI Regimes, and providing any such certifications, documentation or other information to any withholding agent, governmental authority or other person;

(8) reporting to the board of directors of the Issuer (the “Directors”) periodically regarding compliance with the AEOI Regimes, as necessary and appropriate, or as requested by the Directors;

(9) preparing (or causing the preparation of) such reports or other statutory filings as the Issuer may be required to prepare for the purposes of compliance with the AEOI Regimes, and submitting such reports or other filings to the Directors for approval and arranging onward transmission to any applicable governmental authority, as appropriate;

(10) responding to any requests, audits or other inquiries from or by any governmental authority regarding the Issuer’s compliance with the AEOI Regimes in the case of any substantive written communication; and

(11) retaining, on behalf of the Issuer, the Administrator or other appropriate service providers to assist the Issuer in complying with its obligations under the AEOI Regimes including, without limitation, identification and classification of investors, ongoing monitoring and due diligence and account reporting, subject to the approval by the Directors of any agreement relating thereto and providing any relevant information to

6 26593825.BUSINESS

applicable service providers to facilitate compliance with the AEOI Regimes;

(xii) authorize any partner, director, officer, employee or other agent of the Collateral Manager or agent or employee of the Issuer to act for and on behalf of the Issuer in all matters incidental to the foregoing; and

(xiii) do any other act that the Collateral Manager deems necessary or advisable in connection with the implementation of the Issuer’s investment objectives which is not prohibited by the terms of the Indenture.

In discharging its duties under this Agreement, the Collateral Manager shall, except as otherwise expressly required in this Agreement or in the Indenture, exercise that degree of skill and attention no less than that which the Collateral Manager exercises with respect to such comparable assets that it manages for itself and others having similar investment objectives and restrictions and, to the extent not inconsistent with the foregoing, in a manner consistent with the Collateral Manager’s customary standards, policies and procedures. Notwithstanding the foregoing, in no event shall the Collateral Manager be (i) liable or responsible for the performance of the Collateral Obligations, (ii) obligated to perform any duties other than as specified in this Agreement or (iii) obligated to pursue any particular investment strategy or otherwise exploit any opportunity with respect to the Collateral Obligations.

(b) If this Agreement requires any action to be taken with respect to any matter and the Indenture requires that a different action be taken with respect to such matter, and such actions are mutually exclusive, the provisions of the Indenture in respect thereof shall control. Notwithstanding the foregoing, the Collateral Manager shall not be bound to follow any amendment to the Indenture which is effected without the consent of the Collateral Manager.

(c) In providing services hereunder, the Collateral Manager may employ third parties, including its Affiliates, to render advice (including investment advice) and assistance to the Issuer; provided, that the Collateral Manager shall not be relieved of any of its obligations hereunder regardless of the performance of any services by third parties. In addition, the Collateral Manager shall have the right to perform any and all of its duties and exercise its rights and powers hereunder either directly or by or through one or more third parties, including Affiliates, selected by the Collateral Manager with reasonable care; provided, that (x) the Collateral Manager shall remain liable for the performance of its duties hereunder and (y) the appointment of and performance by or through such third parties does not cause the Issuer or the pool of Assets to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes or to become subject to tax in any jurisdiction outside its jurisdiction of incorporation. The Collateral Manager may, with respect to the affairs of the Issuer, consult with nationally recognized counsel, accountants or any other experts or third party professionals selected by the Collateral Manager in accordance with the terms hereof and shall be fully protected from any liability, to the extent permitted by applicable law, in acting or failing to act hereunder if such action or inaction is taken or not taken by the Collateral Manager (or any Affiliate acting on its behalf), in accordance with the advice or opinion of such counsel, accountants, experts or third party professionals.

7 26593825.BUSINESS

(d) From and after the occurrence of an Event of Default, the Collateral Manager shall continue to perform and be bound by the provisions of this Agreement, the Indenture and the Collateral Administration Agreement.

(e) Notwithstanding anything herein or any other Transaction Document to the contrary, the Collateral Manager shall have no authority to hold (directly or indirectly), or otherwise obtain possession of, any funds or securities of the Issuer (including Collateral Obligations or Eligible Investments). The Collateral Manager agrees that any requests regarding the disbursement of any funds in any Account must be made in accordance with the Indenture or other Transaction Document and must be sent to the Trustee. Without limiting the foregoing, the Collateral Manager shall have no authority to (i) sign checks on the Issuer’s behalf, (ii) deduct fees from any Account, (iii) withdraw funds or securities from any Account, or (iv) dispose of funds in any Account for any purpose other than pursuant to transactions authorized or permitted by the Indenture or the other Transaction Documents. Nothing in this Section 3(e) shall prohibit the Collateral Manager from issuing instructions to the Trustee or Custodian to effect or to settle any bills of sale, assignments, agreements and other instruments in connection with any acquisition, sale or other disposition of any Asset of the Issuer as permitted by the Indenture or the other Transaction Documents.

4. Monitoring Collateral; Reports to the Issuer.

The Collateral Manager shall monitor the Collateral, on behalf of the Issuer, on an ongoing basis and shall provide (or cause to be provided) to, or at the direction of, the Issuer all opinions, reports, schedules and other data reasonably available to the Collateral Manager which the Issuer is required to prepare, deliver or furnish under the Indenture, in the form and containing all information required thereby and in sufficient time for the Issuer to review such required reports, schedules and data and to deliver them to the parties entitled thereto under the Indenture. The Collateral Manager shall, on behalf of the Issuer, be responsible for obtaining to the extent reasonably practicable any information concerning whether a Collateral Obligation has become a Defaulted Obligation.

Pursuant to the terms of a Collateral Administration Agreement, dated as of October 6, 2016 between the Issuer, Garrison and Deutsche Bank Trust Company Americas, as collateral administrator (the “Collateral Administrator”), the Collateral Administrator shall provide certain reports, schedules and calculations to the Collateral Manager regarding the Collateral Obligations. The obligation of the Collateral Manager to furnish information hereunder is in each case subject to the Collateral Manager’s timely receipt of necessary reports and the appropriate information from the person responsible for the delivery of or preparation of such reports and such information (including without limitation, the Obligors of the Collateral Obligations, the Rating Agencies, the Trustee and the Collateral Administrator) and to any confidentiality restrictions with respect thereto.

5. Compensation.

(a) As compensation for the performance of its obligations as Collateral Manager, the Collateral Manager will be entitled to receive a fee on each Payment Date (in accordance with the Priority of Payments), which will consist of the Senior Collateral

8 26593825.BUSINESS

Management Fee, the Deferred Senior Collateral Management Fee, the Deferred Senior Collateral Management Fee Interest, the Subordinated Collateral Management Fee, the Deferred Subordinated Collateral Management Fee, the Deferred Subordinated Collateral Management Fee Interest and the Incentive Management Fee (collectively, the “Collateral Management Fee”).

(b) The Senior Collateral Management Fee (the “Senior Collateral Management Fee”) will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.05% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date; provided that the Senior Collateral Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) (i) for which the Collateral Manager has elected in its sole discretion to defer payment of until any future Payment Date, (ii) for which insufficient funds are available pursuant to the Priority of Payments to pay such accrued and unpaid Senior Collateral Management Fee (both (i) and (ii), “Deferred Senior Collateral Management Fee”) and (iii) that has been waived by the Collateral Manager by written notice to the Trustee. Any accrued and unpaid Deferred Senior Collateral Management Fee (including Deferred Senior Collateral Management Fee Interest thereon) that has been deferred with respect to prior Payment Dates shall be paid on any future Payment Date (subject to the availability of funds therefor in accordance with the Priority of Payments) for which the Collateral Manager elects, by notice to the Trustee not later than five Business Days prior to the current Payment Date, to have paid on such Payment Date; provided that any such amount in excess of the amount permitted for such Payment Date pursuant to either Section 11.1(a)(i)(B)(3) or Section 11.1(a)(iii)(B)(2) of the Indenture shall instead be automatically deferred as Deferred Senior Collateral Management Fee.

(c) Any accrued and unpaid Deferred Senior Collateral Management Fee that is deferred pursuant to clause (ii) of the definition thereof shall bear interest at the rate of three-month LIBOR plus 0.05% per annum for the period from (and including) the date on which such Senior Collateral Management Fee and/or Deferred Senior Collateral Management Fee was deferred through (but excluding) the date of payment thereof (calculated on the basis of a 360-day year and the actual number of days elapsed) (the “Deferred Senior Collateral Management Fee Interest”). For the avoidance of doubt, any accrued and unpaid Deferred Senior Collateral Management Fee that is deferred pursuant to clause (i) of the definition thereof shall not bear interest.

(d) The Subordinated Collateral Management Fee (the “Subordinated Collateral Management Fee”) will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.10% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date; provided that the Subordinated Collateral Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) (i) for which the Collateral Manager has elected in its sole discretion to defer payment of until any future Payment Date, (ii) for which insufficient funds are available pursuant to the Priority of Payments to pay such accrued and unpaid Subordinated Collateral Management Fee (both (i) and (ii), “Deferred Subordinated Collateral Management Fee”) and (iii) that has been waived by the Collateral Manager by written notice to the Trustee. Any accrued and unpaid Deferred Subordinated Collateral Management Fee (including Deferred

9 26593825.BUSINESS

Subordinated Collateral Management Fee Interest thereon) that has been deferred with respect to prior Payment Dates shall be paid on any future Payment Date (subject to the availability of funds therefor in accordance with the Priority of Payments) for which the Collateral Manager elects, by notice to the Trustee not later than five Business Days prior to the current Payment Date, to have paid on such Payment Date.

(e) Any accrued and unpaid Deferred Subordinated Collateral Management Fee that is deferred pursuant to clause (ii) of the definition thereof shall bear interest at the rate of three-month LIBOR plus 0.10% per annum for the period from (and including) the date on which such Subordinated Collateral Management Fee and/or Deferred Subordinated Collateral Management Fee was deferred through (but excluding) the date of payment thereof (calculated on the basis of a 360-day year and the actual number of days elapsed) (the “Deferred Subordinated Collateral Management Fee Interest”). For the avoidance of doubt, any accrued and unpaid Deferred Subordinated Collateral Management Fee that is deferred pursuant to clause (i) of the definition thereof shall not bear interest.

(f) The “Incentive Management Fee” is the fee payable to the Collateral Manager in accordance with the Priority of Payments in an amount equal to 20.0% of any remaining Interest Proceeds and Principal Proceeds, as applicable, on each Payment Date after the Subordinated Notes have realized a Subordinated Notes Internal Rate of Return of 12.0%.

(g) The Collateral Management Fee is payable on each Payment Date in accordance with the Priority of Payments only to the extent that sufficient Interest Proceeds or Principal Proceeds are available. To the extent they are not paid on any Payment Date when due, the Senior Collateral Management Fee and the Subordinated Collateral Management Fee will be deferred and will be payable on subsequent Payment Dates, subject to Section 8(a), on which any funds are available therefor in accordance with the Priority of Payments, without interest.

(h) The Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any portion of the Senior Collateral Management Fee or of the Subordinated Collateral Management Fee, and may defer all or a portion of the Senior Collateral Management Fee or Subordinated Collateral Management Fee, payable to the Collateral Manager on any Payment Date. Any such election shall be made by the Collateral Manager by delivering written notice thereof to the Trustee and the Holders of the Subordinated Notes no later than the Determination Date immediately prior to such Payment Date or the date that is three Business Days prior to the Redemption Date. Any election to waive or defer the Senior Collateral Management Fee or the Subordinated Collateral Management Fee may also take the place of written standing instructions to the Trustee; provided that such standing instructions may be rescinded by the Collateral Manager at any time except during the period between a Determination Date and the related Payment Date.

(i) If this Agreement is terminated or the Collateral Manager has resigned or is removed as the Collateral Manager, each of the Senior Collateral Management Fee and the Subordinated Collateral Management Fee will be prorated for any partial period elapsing from the prior Payment Date to the date of such termination, resignation or removal and shall be due and payable on the first Payment Date following the date of termination, resignation or

10 26593825.BUSINESS

removal, subject to the Priority of Payments and, for the avoidance of doubt, to the extent that, by operation of the Priority of Payments on such Payment Date, there are insufficient funds available to pay such prorated amount in full, the unpaid portion of such prorated amount shall be payable on each subsequent Payment Date, subject to the Priority of Payments, until paid in full. If this Agreement is terminated or the Collateral Manager has resigned or is removed as the Collateral Manager, no Incentive Collateral Management Fee will be payable to such Collateral Manager, and such Incentive Collateral Management Fee, if any, payable on any Payment Date thereafter shall accrue to the benefit of, and shall be payable solely to, the Collateral Manager appointed and acting as such on such Payment Date.

(j) Notwithstanding any other provision contained in this Section 5, in the event that the Collateral Manager’s services hereunder terminate, other than an involuntary termination not for cause, then the terminating Collateral Manager shall not be entitled to any Collateral Management Fees on any Payment Date following such termination, but only if the Collateral Manager deferred any Collateral Management Fees such that they were not recognized as income for U.S. federal income tax purposes when earned (as opposed to being deferred only for cash flow purposes but not for federal income tax purposes).

6. Expenses.

(a) Except as otherwise set forth in this Section 6, the Collateral Manager shall pay, without reimbursement by the Issuer, all of its own overhead expenses incurred in managing the Issuer or otherwise, including, but not limited to, all costs and expenses on account of rent, supplies, postage and delivery, equipment, furniture, salaries, wages, bonuses and other employee benefits.

(b) The Collateral Manager is authorized to incur and pay in the name and on the behalf of the Issuer all expenses that it deems necessary or advisable. The Issuer shall promptly pay or reimburse the Collateral Manager (or an Affiliate of the Collateral Manager or any third party) for all expenses (including any applicable fees and costs) incurred in connection with the operation of the Issuer, including without limitation:

(i) the organizational expenses of the Issuer;

(ii) all costs and expenses directly related to the Assets or prospective investments in Assets (whether or not consummated) such as external research and transaction costs (including travel and travel-related meals, legal and other advisory fees and expenses);

(iii) all costs and expenses incurred in connection with the carrying or management of the Assets (including asset pricing and asset rating services, and deal and access fees, whether paid to third-party managers or brokers, for transactions in which the Issuer participates);

(iv) any and all costs and expenses incurred in connection with the Notes and other indebtedness of the Issuer, including, without limitation, fees and expenses of the Rating Agencies and offering expenses;


(v) expenses in connection with transactions directed to broker-dealers in part in recognition of investment research and information furnished or expenses for services rendered by broker-dealers in the execution of such orders and the use of such research and other services provided by such broker-dealers;

(vi) commissions, custody, bank and similar fees;

(vii) any costs and expenses incurred in connection with compliance with applicable laws, including governmental, regulatory, licensing, filing or registration fees, expenses or taxes incurred by the Issuer or the Collateral Manager in compliance with the rules of any self-regulatory organization or any U.S. federal, state or local or non-U.S. laws;

(viii) to the extent permitted by applicable law, and subject to the indemnification/exculpation provisions set forth herein, any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Issuer or the Collateral Manager, each in its capacity as such (whether incurred by the Issuer or the Collateral Manager on the Issuer’s behalf);

(ix) all fees and expenses related to the establishment or operation of any ETB Subsidiary (including legal, administrative, custodial, audit, registered office and other fees, rent, overhead and salary);

(x) any and all taxes (including withholding and transfer taxes) and governmental charges that may be incurred or payable by or imposed upon the Issuer or any ETB Subsidiary or any payments made or to be made by the Issuer or any ETB Subsidiary, and any governmental, regulatory, licensing, filing or registration fees incurred by the Issuer or the Collateral Manager in compliance with the rules of any self-regulatory organization or any federal, state or local laws;

(xi) costs related to the preparation of tax reporting and the Issuer’s tax returns;

(xii) the fees and expenses for financial and tax accounting and reporting services, and administrative services on behalf of the Issuer to the extent performed by persons other than the Collateral Manager;

(xiii) any administrator’s fees and costs or expenses related to the Issuer’s board of directors;

(xiv) the fees and expenses or other costs of any outside appraisers, accountants, attorneys, compliance consultants, due diligence experts or other experts or advisers engaged by the Issuer or the Collateral Manager;

(xv) any costs or expenses in connection with bookkeeping, accounting, recordkeeping, legal, risk and technology, operational or settlement services provided by employees of the Collateral Manager or an Affiliate of the Collateral


Manager in respect of the Issuer or the Assets (as may be reasonably allocated to the Issuer);

(xvi) expenses incurred in obtaining and maintaining systems (including software, software-as-a-service, licenses, support and consulting), research and other information utilized for portfolio management purposes (including risk management) that facilitate portfolio management decisions, trading, compliance, treasury, operations, valuations, and accounting, including the costs of statistics and pricing services, independent securities valuation services, service contracts for quotation equipment and related hardware and software;

(xvii) costs and expenses in connection with operational risk management (including third party risk assessment, due diligence and ongoing monitoring);

(xviii) the costs of any insurance obtained on behalf of the Issuer by the Collateral Manager;

(xix) all costs and expenses associated with reporting, communications and providing information to Holders of the Notes; and

(xx) other expenses associated with the operation of the Issuer as well as other expenses directly related to the Issuer’s investments, including any extraordinary expenses (such as litigation and indemnification).

Other than as stated above, the Issuer will bear, and will pay directly in accordance with the Indenture, all other costs and expenses incurred by it in connection with the organization, operation or liquidation of the Issuer.

For the avoidance of doubt and without limitation, “research” as used above includes communications with advisors, counsel, experts and consultants; research services; reports; publications; data; analysis; advice; conferences; and management and shareholder meetings, in each case relating to, without limitation, general or specific research topics relating to macroeconomic factors, trends, markets, geographic sectors, industries and particular companies, transactions and investments, regardless of whether any such transaction or investment is ultimately closed, acquired or completed.

7. Delegation of Authority; Attorney-in-Fact.

To the extent necessary or appropriate to perform its duties hereunder, the Collateral Manager shall have the power to execute and deliver all necessary and appropriate documents and instruments in the name and on behalf of the Issuer with respect thereto. The Issuer hereby delegates to the Collateral Manager all powers, duties and responsibilities with regard to the management and administrative services to be provided to the Issuer as contemplated by Section 3. In furtherance of the foregoing, the Issuer hereby makes, constitutes and appoints the Collateral Manager, with full power of substitution (any person in favor of


which such power of substitution shall be exercised being referred to as a “Subattorney”), as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, subject in all cases to Section 3(e) herein, (a) to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents (including tax documents and documents in connection with compliance with the AEOI Regimes and any applicable implementing legislation in any relevant jurisdiction), and to make any payment, which the Collateral Manager reasonably deems necessary or appropriate in connection with its duties under this Agreement and (b) to (1) vote in its discretion any Investments, (2) execute proxies, waivers, consents and other instruments with respect to such Investments, (3) endorse, transfer or deliver such Investments, (4) subject to the provisions of Annex A attached hereto, participate in or consent (or decline to consent) to any modification, work-out, restructuring, bankruptcy proceeding, winding-up, class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan or transaction with regard to such Investments and (5) exercise the rights and remedies of the Issuer under the Hedge Agreements, if any. This grant of power of attorney is coupled with an interest and, to the extent permitted by applicable law, irrevocable, and it shall survive and not be affected by the subsequent dissolution or bankruptcy of the Issuer or the occurrence and continuance of an Event of Default under the Indenture; provided, however, that this grant of power of attorney shall expire, and the Collateral Manager and any Subattorney shall cease to have any power to act as the Issuer’s agent or attorney-in-fact, upon termination of this Agreement or, in the case of a Collateral Manager that has resigned or that has been removed, as applicable, under the terms hereunder, upon the effectiveness of such resignation or removal. Notwithstanding the foregoing, it is understood that the power of attorney granted herein is in all cases and for all purposes qualified and limited by the Indenture and other Transaction Documents and, as such, the power of attorney granted hereby is limited rather than general. Each of the Collateral Manager and the Issuer shall take such other actions, and furnish such certificates, opinions and other documents, as may be reasonably requested by the other party hereto in order to effectuate the purposes of this Agreement and to facilitate compliance with applicable laws and regulations and the terms of this Agreement.

8. Records; Confidential Information.

(a) The Collateral Manager shall maintain or cause to be maintained appropriate books of account and records relating to its services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at any time during normal business hours and upon not less than five (5) Business Days’ prior notice.

(b) The Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered hereunder and shall not disclose any such information to non-affiliated third parties except (i) with the prior written consent of the Issuer, (ii) as required by law, regulation, court order, request by a governmental or self-regulatory agency with jurisdiction over the Collateral Manager, or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager, (iii) to its members, partners, principals, directors, officers, agents, employees, managers, accountants, attorneys and other professional advisers, and to any third party that it may from time to time employ or to which it may from time to time delegate some of its


obligations hereunder, and to the Collateral Administrator, (iv) as required under the terms of the Indenture, (v) such information as a Rating Agency shall reasonably request in connection with the rating of any of the Notes, for so long as such Class of Notes is outstanding and is rated by such Rating Agency, (vi) to potential buyers in connection with the sale of Notes or (vii) such information as shall have been publicly disclosed other than in violation of this Agreement or the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (1) that it is serving as collateral manager of the Issuer, (2) the aggregate principal amount of the Issuer’s assets, (3) the internal rate of return generated with respect to the Issuer’s assets and (4) such other information about the Issuer, the Collateral and the Notes as is customarily disclosed by managers of collateralized debt obligations. For purposes of this Section 8, none of the Holders shall in any event be considered “non-affiliated third parties.”

9. Representations and Warranties.

(a) The Issuer hereby represents and warrants to the Collateral Manager as follows:

(i) the Issuer has been duly incorporated and is validly existing under the laws of the Cayman Islands, has the full corporate power and authority to own its assets and the securities proposed to be owned by it and included in the Investments and to transact the business in which it is presently engaged and is duly qualified under the laws of each jurisdiction where its ownership or lease of property, the conduct of its business or the performance of its obligations under this Agreement and the Indenture require such qualification, except for those jurisdictions in which the failure to be so qualified, authorized or licensed would not have a material adverse effect on the business, operations, assets or financial condition of the Issuer;

(ii) the Issuer has full corporate power and authority to execute, deliver and perform all of its obligations under the Indenture, the Notes and this Agreement and has taken all necessary action to authorize each of the Indenture, the Notes and this Agreement and the execution and delivery of the Indenture, the Notes and this Agreement and the performance of all its obligations imposed upon it hereunder and thereunder; except to the extent obtained, no consent of any other Person including, without limitation, shareholders and creditors of the Issuer, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Issuer in connection with the execution, delivery, performance, validity or enforceability of each of the Indenture and this Agreement, or the obligations imposed upon the Issuer hereunder and thereunder; each of the Indenture and this Agreement has been, and each instrument and document to which the Issuer is a party required hereunder or thereunder will be, executed and delivered by a duly authorized officer of the Issuer; each of the Indenture, the Notes and this Agreement constitutes, and each instrument or document required hereunder or thereunder to which the Issuer is a party, when executed and delivered hereunder or thereunder, will constitute, the legally valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject, as to enforcement, (x) to the effect of bankruptcy, winding-up, insolvency or


similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, winding-up, receivership, insolvency or similar event applicable to the Issuer; (y) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity) and (z) to the payment of appropriate stamp duty in the Cayman Islands if executed in the Cayman Islands or, if not executed in the Cayman Islands, when first brought to the Cayman Islands;

(iii) the execution, delivery and performance of each of the Indenture, the Notes and this Agreement, and the documents and instruments required hereunder or thereunder will not violate any provision of any existing law or regulation binding on the Issuer, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Issuer, or the organizational documents of, or any securities issued by, the Issuer or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Issuer is a party or by which the Issuer or any of its assets may be bound, the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Issuer;

(iv) the Issuer is not in violation of its organizational documents or in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Issuer or its properties, the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability of this Agreement, the Notes or the Indenture or the performance by the Issuer of its duties hereunder or thereunder;

(v) true and complete copies of the Issuer’s memorandum and articles of association have been delivered to the Collateral Manager;

(vi) the Issuer has not taken any action or engaged in any activity, either directly or through an agent, that could cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes;

(vii) the Issuer is not a “bank” for purposes of Section 881(c)(3)(A) of the Code;

(viii) the Issuer is a “qualified client” as such term is defined under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

(ix) the Issuer understands that the rules and regulations administered by the U.S. Department of the Treasury’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/ofac>; 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; to the best of its knowledge, none of: (1) the Issuer; (2) any person controlling or controlled by the Issuer; (3) any person having a beneficial interest in the Issuer; or (4) any person for whom the Issuer is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or is a person or entity prohibited under the OFAC Programs;

(x) the Issuer is not required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Company Act”), and is not in violation of any United States securities laws; and

(xi) the Issuer has received a copy of Part 2 of the Collateral Manager’s Form ADV.

(b) The Collateral Manager hereby represents and warrants to the Issuer as follows:

(i) the Collateral Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware;

(ii) the Collateral Manager has company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and has taken all necessary action to authorize this Agreement and the execution and delivery of this Agreement and the performance of its obligations hereunder; this Agreement has been executed and delivered by a duly authorized officer of the Collateral Manager; and this Agreement constitutes the valid and legally binding obligation of the Collateral Manager enforceable against the Collateral Manager in accordance with its terms, subject, as to enforcement, (y) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Collateral Manager and (z) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);

(iii) the execution, delivery and performance of this Agreement will not violate any provision of any existing law or regulation binding on the Collateral Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Collateral Manager, or the organizational documents of the Collateral Manager; and

(iv) the Collateral Manager is a registered investment adviser under the Advisers Act.


10. Other Activities of the Collateral Manager.

(a) Although nothing herein shall require the Collateral Manager to devote its full time or any material portion of its time to the Issuer, the Collateral Manager shall use its reasonable efforts to further the businesses, purposes and activities of the Issuer and to devote to such businesses, purposes and activities such of its time and activity (and the time and activity of its employees) during normal business days and hours as it shall reasonably determine to be necessary for the Issuer to achieve its business objectives; provided, however, that nothing contained in this Section 10(a) shall preclude the Collateral Manager from acting, consistent with the foregoing, either individually or as a member, partner, shareholder, director, trustee, officer, official, employee or agent of any entity, in connection with any type of enterprise (whether for or not for profit), regardless of whether the Issuer or the Collateral Manager has dealings with or invests in such enterprise. Neither the Issuer nor any Holder shall, by reason of any provision of this Agreement, the Indenture or the Collateral Manager’s carrying out the businesses, purposes and activities of the Issuer, be entitled to any interest, economic or otherwise, in any such enterprise.

(b) Subject to applicable law, the Collateral Manager shall not be obligated to pursue any particular investment strategy or to present any particular investment opportunity to the Issuer even if such opportunity is of a character which, if presented to the Issuer, could be taken by the Issuer. The Collateral Manager shall have no obligation to perform any other duties other than as specified herein or in the Indenture.

(c) Subject to applicable law, the Collateral Manager invests directly in various securities and derivatives for client accounts as well as its own accounts. Subject to its fiduciary duties to the Issuer, the Collateral Manager, in trading on behalf of client accounts or its own accounts, may make use of information obtained by the Collateral Manager in the course of managing the Issuer. The Collateral Manager has no obligation to the Issuer for any profits earned from their use of such information nor to compensate the Issuer in any respect for their receipt of such information.

(d) The Collateral Manager may give advice to and take action in connection with providing services to other clients or its own accounts that differs from advice given, or in the timing and nature of action taken, with respect to the Issuer, even though the Issuer and such other clients may be similarly situated. Without limiting the generality of the foregoing, while the Collateral Manager shall act in a fair and reasonable manner in allocating suitable investment opportunities among its proprietary and client accounts (including the Issuer), the Collateral Manager shall not be obligated to cause the Issuer to invest in a particular opportunity even if such opportunity is of a character which is suitable for the Issuer, and the Collateral Manager shall have the right to take for its own account or for the account of any of its clients, or to recommend to other individuals or entities, any such particular investment opportunity. The Collateral Manager shall be under no duty or obligation to share or exploit such investment opportunities with the Issuer.

(e) The Collateral Manager on behalf of the Issuer may cause the Issuer to purchase a Collateral Obligation or other security from or sell a Collateral Obligation or other security to the Collateral Manager, any of its Affiliates or any account or portfolio for


which the Collateral Manager or any of its Affiliates serve as investment advisor for fair market value when the Collateral Manager believes such transactions are appropriate, in the best interests of the Issuer and are on terms similar to those which would be obtained in an arm’s-length transaction. The Collateral Manager will make a good faith allocation among the applicable funds (including the Issuer) of any incremental costs and expenses associated with any such investment. Notwithstanding the foregoing, the Collateral Manager shall obtain the Issuer’s written consent through its Directors or a conflicts review board (the “Conflicts Review Board”) or an independent third party (the “Independent Representative”) (in each case to be established or appointed by the Collateral Manager as provided below) if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act, and any consent of the Directors or such Conflicts Review Board or Independent Representative shall be consent of the Issuer.

(i) The Collateral Manager may form a Conflicts Review Board or appoint an Independent Representative on behalf of the Issuer at any time. The Conflicts Review Board or Independent Representative will be responsible for approving on behalf of the Issuer certain significant transactions between the Issuer, on the one hand, and the Collateral Manager or its Affiliates, on the other hand, which in each case are put to the Conflicts Review Board or the Independent Representative by the Collateral Manager pursuant to such policies and procedures as may be adopted from time to time by the Collateral Manager. Subject to the provisions below, the initial members of the Conflicts Review Board or the Independent Representative, as the case may be, shall be appointed by the Collateral Manager in its sole discretion. Members of the Conflicts Review Board or the Independent Representative shall serve until their retirement, resignation or removal by the Collateral Manager. Vacancies on the Conflicts Review Board shall be filled by appointment by the Collateral Manager. Upon the resignation or removal of the Independent Representative, a replacement Independent Representative shall be appointed by the Collateral Manager. Members of the Conflicts Review Board or the Independent Representative, as applicable, shall be compensated for their services to the Issuer as the Collateral Manager shall determine in its sole discretion.

(ii) At all times, all members of the Conflicts Review Board or the Independent Representative, as applicable, shall be unaffiliated with the Collateral Manager (it being understood and acknowledged that neither serving on the conflicts review board or as an independent representative or in a similar capacity for any other fund or collective investment vehicle for which the Collateral Manager serves as investment adviser or sub-adviser (or other similar capacity) shall cause such Person to be deemed to be affiliated with the Collateral Manager solely as a result of such service). If the Independent Representative or any member of the Conflicts Review Board becomes affiliated with the Collateral Manager, such Independent Representative or member shall promptly disclose such affiliation and shall be deemed to have resigned as of the date such affiliation commenced. Any action of such Independent Representative or member of the Conflicts Review Board after such affiliation commenced, if any, shall be subject to ratification, confirmation, approval and adoption by the Issuer’s Directors or a properly constituted Independent Representative or Conflicts Review Board in accordance with this Section 10(e).


(iii) The Conflicts Review Board and the Independent Representative shall be responsible only for approving or disapproving such transactions within the scope of this Section 10(e) as are presented to the Conflicts Review Board or the Independent Representative, as applicable by the Collateral Manager. Determinations of the Conflicts Review Board or the Independent Representative shall be conclusive and binding on the Issuer. Such determinations shall be evidenced in writing in a form reasonably acceptable to the Collateral Manager and the Conflicts Review Board or the Independent Representative, as applicable. Each member of the Conflicts Review Board shall have authority to approve or decline to approve on behalf of the Issuer transactions brought to such member by the Collateral Manager without need for consultation or meeting with any other member of the Conflicts Review Board. Should the Collateral Manager seek consideration of a transaction by more than one member of the Conflicts Review Board, the Conflicts Review Board members shall act by majority vote. Once a member of the Conflicts Review Board or the Independent Representative has made a determination with respect to a particular transaction brought to it for consideration by the Collateral Manager, the Collateral Manager shall be prohibited from seeking a different determination on the same matter from any other Conflicts Review Board member or the Independent Representative, as applicable except as provided in this Section 10(e).

(f) In selecting broker-dealers to effect transactions with or for the Issuer, if any, the Collateral Manager, subject to its overall duty to obtain “best execution” of Issuer transactions, shall have authority to and may consider the full range and quality of the services and products provided by various broker-dealers, including factors such as the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any), the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution, the financial strength, integrity and stability of the broker, the broker firm’s risk in positioning a block of securities, the quality, comprehensiveness and frequency of available research services considered to be of value and the competitiveness of commission rates in comparison with other brokers satisfying the Collateral Manager’s other selection criteria. As long as the services or other products provided by a particular broker-dealer (whether directly or through a third party) qualify as “brokerage and research services” within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Collateral Manager determines in good faith that the amount of commission charged by such broker-dealer is reasonable in relation to the value of such “brokerage and research services,” the Collateral Manager may utilize the services of that broker-dealer to execute transactions for the Issuer on an agency basis even if (i) the Issuer would incur higher transaction costs than it would have incurred had another broker-dealer been used and (ii) the Issuer does not necessarily benefit from the research services or products provided by that broker-dealer. The Collateral Manager may aggregate sales and purchase orders of Investments with similar orders being made simultaneously for other accounts managed by the Collateral Manager or with accounts of Affiliates of the Collateral Manager, if in the Collateral Manager’s reasonable judgment such aggregation shall not result in any overall economic detriment to the Issuer, taking into consideration any factors the Collateral Manager reasonably believes to be relevant, including but not limited to the advantageous selling or purchase price, brokerage commission or other expenses. When a sale or purchase of an Investment (in accordance with the terms hereof and of the Indenture) occurs as part of any


aggregate sales or purchase orders, the objective of the Collateral Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the accounts in a manner reasonably believed at the time of allocation to be equitable over time.

(g) By reason of the investment advisory and other activities of the Collateral Manager and its Affiliates, the Collateral Manager may acquire confidential information or be restricted from initiating transactions in certain securities. It is acknowledged and agreed that, except to the extent required by applicable law, the Collateral Manager shall not be free to divulge, or to act upon, any such confidential information with respect to the Collateral Manager’s performance of its responsibilities under this Agreement and that, due to such a restriction, the Collateral Manager may not initiate a transaction that the Collateral Manager otherwise might have initiated.

11. Exculpation and Indemnification of the Collateral Manager.

(a) Exculpation.

(i) Notwithstanding anything to the contrary set forth in this Agreement, the Collateral Manager and its Affiliates, members, directors, officers, partners, shareholders, employees, agents and representatives thereof (collectively, the “Covered Persons”) will not be liable to the Issuer or any Holder for (1) any losses, claims, damages, judgments, assessments, costs or other liabilities due to any act or omission by any Covered Person in connection with the conduct of the business of the Issuer that is determined by the Covered Person in good faith to be in or not opposed to the best interests of the Issuer (including trade errors), or for any decrease in the value of any of the Investments, except for liability which a Covered Person would be subject by reason of acts or omissions constituting bad faith, willful misconduct or gross negligence in the performance of its duties under this Agreement or the terms of the Indenture applicable to the Collateral Manager, in each case as finally determined in a non-appealable judgment by a court of competent jurisdiction, , (2) any losses due to any action or omission by any other holder or (3) any losses due to any mistake, negligence, misconduct or bad faith of any broker or other agent of the Issuer selected by the Collateral Manager with reasonable care. It is expressly agreed that the Collateral Manager’s obligations hereunder will be solely the obligations of the Collateral Manager, and neither the Issuer nor any other Person will have any recourse to any Covered Person (other than the Collateral Manager as expressly set forth herein) with respect to any claims, losses, damages, liabilities, indemnities or other obligations with any transactions contemplated hereby.

(ii) No Covered Persons shall be liable to the Issuer, the Trustee, any Holder or any other Person for any actions taken or omitted to be taken by the Collateral Manager at the direction of the Issuer, the Trustee or any Holder in accordance with the terms of the Indenture, provided that such Covered Person acted without fraud, bad faith, gross negligence or willful misconduct, in each case as determined in a final, non-appealable judgment by a court of competent jurisdiction.


(iii) The Collateral Manager shall be fully protected in relying in good faith upon the books and records of the Issuer and upon such information, opinions, reports or statements presented to the Issuer by any of its officers or agents (including legal counsel, accountants, auditors, appraisers, investment bankers and other independent experts) as to matters the Collateral Manager reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Issuer, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Issuer or any other facts pertinent to the existence and amount of assets from which distributions to Holders might properly be made.

(iv) The Collateral Manager shall be fully protected in relying upon any document signed in the appropriate manner by an appropriate Person with respect to any instruction, direction or approval of the Issuer or the Trustee and may also rely on opinions of its counsel with respect to any such instruction, direction or approval. The Collateral Manager shall also be fully protected when acting upon any instrument, certificate or other document that the Collateral Manager believes to be genuine and to be signed or presented by the appropriate Person or Persons. The Collateral Manager shall be under no duty to make any investigation or inquiry as to any statement contained in writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained if the Collateral Manager believes the same to be genuine.

(v) Notwithstanding anything to the contrary contained herein, in the Indenture or in any other Transaction Document, in no event will the Collateral Manager be liable for any indirect, consequential, punitive, exemplary, special or treble damages or lost profits.

(vi) Notwithstanding the foregoing, no exculpation of the Collateral Manager shall be permitted hereunder to the extent such exculpation would be inconsistent with the requirements of the Advisers Act, the Securities Act of 1933, the Exchange Act and the Company Act (each as amended, together, the “Securities Laws”) or any other applicable law.

(vii) The compliance of the Collateral Manager’s actions with the provisions of this Agreement shall be determined on the date of action only, based upon the prices and characteristics of the Assets on the date of such action (or on the most recent date practicable, in the case of an Asset not purchased or sold on such date). The provisions of this Agreement shall not be deemed breached as a result of changes in value or status of any Asset following purchase.

(b) Indemnification.

(i) To the fullest extent permitted by law, the Issuer will indemnify and save harmless the Covered Persons from and against any and all claims, liabilities, damages, losses, costs and expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other


costs and expenses of investigating or defending against any claim or alleged claim, of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Covered Person and arise out of or in connection with the Assets, the business of the Issuer or any ETB Subsidiary or the performance by the Covered Person of any of its responsibilities hereunder or pursuant to this Agreement or the Indenture (including trade errors), except to the extent arising from such Covered Person’s willful misconduct, bad faith or gross negligence in performing or carrying out its duties hereunder, in each case as finally determined in a non-appealable judgment by a court of competent jurisdiction. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Collateral Manager did not meet the requisite standard of conduct set forth in this Section 11(b)(i).

(ii) Covered Persons shall be entitled to payments in respect of any indemnity to which they may be entitled under this Section 11(b) prior to final disposition of a proceeding, upon receipt of (i) a written affirmation by such Covered Person of such Covered Person’s good faith belief that the standard of conduct necessary for indemnification by the Issuer has been met and (ii) a written undertaking by or on behalf of such Covered Person to repay the amount paid or reimbursed if it shall ultimately be determined that such Covered Person is not entitled to be indemnified.

(iii) The indemnification provided by this Section 11(b) shall be in addition to any other rights to which any Covered Person may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to a Collateral Manager (and any related Covered Person) who has ceased to serve in such capacity and shall also be for the benefit of the Collateral Manager’s legal representative or successor, but shall not be deemed to create any rights for the benefit of any other Persons; provided, however, that this Section 11(b)(iii) shall not be construed to entitle the Collateral Manager to receive any amount under the provisions of this Section 11 in respect of any losses paid or incurred by the Collateral Manager to the extent that, after giving effect to the receipt of such amount and the receipt by the Collateral Manager of any other payments in respect of such losses, from whatever source or sources, the Collateral Manager shall have recovered an aggregate amount in excess of such losses.

(iv) Notwithstanding the foregoing, no indemnification of a Covered Person shall be permitted hereunder to the extent such indemnification would be inconsistent with the requirements of the Securities Laws or any other applicable law.

(v) No Covered Person shall be denied indemnification in whole or in part under this Section 11(b) solely because such Covered Person had an interest in the transaction with respect to which the indemnification applies.

(c) If any Covered Person believes that it is entitled to indemnification under this Section 11, such Covered Person shall promptly give notice to the Issuer describing such claim for indemnification, the amount thereof, if known, and the method of computation, all with reasonable particularity and containing a reference to the provisions of this Agreement in


respect of which such claim shall have occurred; provided, however, that the omission or delay by a Covered Person to give notice as provided herein shall not act as a waiver of such Covered Person’s rights to any indemnity whatsoever hereunder, nor shall it relieve the Issuer of its indemnification obligation under this Section 11 except to the extent that the Issuer is materially damaged as a result of such failure to give notice.

(d) In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the Covered Person claiming such indemnification shall give notice thereof to the Issuer not later than twenty (20) business days prior to the time any response to the asserted claim is required, if possible, and in any event within fifteen (15) business days following the date such Covered Person has actual knowledge thereof; provided, however, that the omission by a Covered Person to give notice as provided herein shall not relieve the Issuer of its indemnification obligation under this Section 11 except to the extent that the Issuer is materially damaged as a result of such failure to give notice. In the event of any such claim for indemnification by a Covered Person resulting from or in connection with a claim or legal proceeding by a third party, the Issuer may, at its sole cost and expense, assume the defense thereof; provided, however, that counsel for the Issuer, who shall conduct the defense of such claim or legal proceeding, shall be reasonably satisfactory to the Collateral Manager; and provided, further, that if the defendants in any such actions include both one or more Covered Persons and the Issuer, and the Collateral Manager shall have reasonably concluded that there may be legal defenses or rights available to it or another Covered Person which have not been waived and are in actual or potential conflict with those available to the Issuer, the Collateral Manager shall have the right to select one law firm reasonably acceptable to the Issuer to act as separate counsel, on behalf of all Covered Persons, at the expense of the Issuer. Unless Covered Persons are represented by separate counsel pursuant to the second proviso of the immediately preceding sentence, if the Issuer assumes the defense of any such claim or legal proceeding, it shall not consent to entry of any judgment, or enter into any settlement, that (i) is not subject to indemnification in accordance with the provisions in this Section 11, (ii) provides for injunctive or other non-monetary relief affecting any Covered Person or (iii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Covered Person of a release from all liability with respect to such claim or legal proceeding, without the prior written consent of each applicable Covered Person; and provided, further, that, unless Covered Persons are represented by separate counsel pursuant to the second proviso of the immediately preceding sentence, each Covered Person may, at its own expense, participate in any such proceeding with the counsel of its choice. So long as the Issuer is in good faith defending such claim or proceeding, no Covered Person shall compromise or settle such claim or proceeding without the prior written consent of the Issuer, which consent shall not be unreasonably withheld or delayed. If the Issuer does not assume the defense of any such claim or litigation in accordance with the provisions hereof, each Covered Person may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior notice of the same to the Issuer and obtaining the prior written consent of the Issuer, which consent shall not be unreasonably withheld or delayed) on such terms and subject to such conditions as such Covered Person may deem appropriate, and the Issuer will promptly indemnify such Covered Person in accordance with the provisions of this Section 11.


(e) All risks relating to transactions ordered by the Collateral Manager on behalf of the Issuer (including any trading or system error that has occurred in good faith) shall be borne by the Issuer as principal and, accordingly, all gains or losses accruing shall belong to or be borne by the Issuer; provided that, if a trading error resulting in losses is due to an action or omission of the Collateral Manager not meeting the standard of conduct set forth in this Section 11, such loss shall be borne by the Collateral Manager.

12. Obligations of the Collateral Manager.

(a) The Collateral Manager shall use all commercially reasonable efforts not to take any action which the Collateral Manager knows, or through the exercise of reasonable diligence should know, would (i) materially adversely affect the status of the Issuer or the Co-Issuer for purposes of the laws of the Cayman Islands, U.S. federal or state law or other law applicable to the Issuer, (ii) not be permitted by the Issuer’s memorandum and articles of association, copies of which the Collateral Manager acknowledges it has been provided by the Issuer, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any law of the Cayman Islands or U.S. federal, state or other applicable securities law, in each case the violation of which would have a material adverse effect on the Issuer, (iv) require registration of the Issuer, the Co-Issuer or any portion of the pool of Collateral as an “investment company” under the Company Act, (v) cause the Issuer to be engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis; provided, that the Collateral Manager shall be conclusively deemed to have complied with this clause (v) to the extent it complies with Annex A attached hereto, except to the extent there has been a material change in U.S. federal income tax law or the interpretation thereof that is relevant to such action since the date hereof that the Collateral Manager actually knows (at the time such action is taken, when considered in light of the other activities of the Issuer) would cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes (it being understood that the Collateral Manager shall not be required to investigate the tax impact on an action independently to satisfy the “actual knowledge” element), or (vi) cause the Issuer or the Collateral Manager to violate any provision hereof or as set forth in the Indenture. In furtherance and not in limitation of the requirements described in the preceding sentence, the Collateral Manager shall at all times comply with the Certain Tax Restrictions in Annex A.

(b) The Collateral Manager agrees that it shall comply with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Indenture the violation of which has or could reasonably be expected to have a material adverse effect on the Issuer, the Co-Issuer or the Collateral, taken as a whole.

(c) The Collateral Manager shall, at the Issuer’s expense, retain an independent registered public accounting firm of recognized national reputation to: prepare and file on behalf of the Issuer any U.S. federal, state or local income tax or information returns and any non-U.S. income tax or information returns that the Issuer may from time to time be required to file under applicable law and make any elections, as needed, to preserve the status of the Issuer as a corporation for U.S. federal income tax purposes due to a change in U.S. federal income tax laws. If required to prevent the withholding and imposition of U.S. income tax, the


Collateral Manager shall (to the extent it is legally able to do so) deliver or cause to be delivered, on behalf of the Issuer, an applicable IRS Form W-8 (or applicable successor form) to each issuer of, or counterparty or paying agent with respect to, an item included in the Assets at the time such is acquired or entered into by the Issuer and thereafter as required by law or as reasonably required by each issuer, counterparty or paying agent.

13. Term and Termination.

(a) This Agreement will become effective on the date hereof and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the discharge of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the Indenture; and (iii) the effective date of the termination of this Agreement as hereinafter provided in this Section 13.

(b) Subject to subsection (d) below, this Agreement may be terminated by the Collateral Manager (i) upon ninety (90) days’ written notice to the Issuer and the Trustee, (ii) upon twenty (20) days’ written notice to the Issuer and the Trustee in the event that the Issuer fails to pay, reimburse for or satisfy any or all of the compensation owing to the Collateral Manager, any expenses of the Collateral Manager as provided herein or any indemnification obligations of the Issuer as provided herein, in each case due to the restrictions contained in any of the Transaction Documents, or (iii) immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.

(c) Subject to subsection (d) below, this Agreement may be terminated by a Majority of the Holders of the Controlling Class only by reason of the occurrence of any of the following events:

(i) the Collateral Manager willfully violates, or takes any action that it knows breaches, any material provision of this Agreement or the Indenture applicable to it (not including a willful and intentional breach that results from a good faith dispute regarding reasonable alternative courses of action or interpretation of instructions);

(ii) the Collateral Manager breaches in any respect any provision of this Agreement or any terms of the Indenture applicable to it (other than as covered by clause (i) above and it being understood that failure to meet any Coverage Test, any Concentration Limitation, the Collateral Quality Test or the Reinvestment Overcollateralization Test is not such a violation) (except for any violation or breach that has not had, or could not reasonably be expected to have, a material adverse effect on the Issuer) and fails to cure such breach within 30 days of the Collateral Manager receiving notice of such breach, unless, if such breach is remediable, the Collateral Manager has taken action that the Collateral Manager believes in good faith will remedy such breach, and such action does remedy such breach, within 60 days after the Collateral Manager receives notice thereof;


(iii) the Collateral Manager is wound up or dissolved or there is appointed over it or a substantial portion of its assets a receiver, administrator, administrative receiver, trustee or similar officer; or the Collateral Manager (1) ceases to be able to, or admits in writing its inability to, pay its debts as they become due and payable, or makes a general assignment for the benefit of, or enters into any composition or arrangement with, its creditors generally; (2) applies for or consents (by admission of material allegations of a petition or otherwise) to the appointment of a receiver, trustee, assignee, custodian, liquidator or sequestrator (or other similar official) of the Collateral Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the Collateral Manager and continue undismissed for 60 days; (3) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency or dissolution, or authorizes such application or consent, or proceedings to such end are instituted against the Collateral Manager without such authorization, application or consent and are approved as properly instituted and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency; or (4) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order remains undismissed for 60 days;

(iv) the occurrence of an Event of Default under the Indenture that consists of a default in the payment of principal or interest on the Secured Notes when due and payable and results primarily from any material breach by the Collateral Manager of its duties hereunder or under the Indenture, which breach or default is not cured within any applicable cure period;

(v) the occurrence of an act by the Collateral Manager that constitutes fraud or criminal activity in the performance of its obligations under this Agreement (as determined pursuant to a final adjudication by a court of competent jurisdiction); or

(vi) any senior executive officer of the Collateral Manager (in the performance of his or her investment management duties) is indicted for a criminal offense materially related to the business of the Collateral Manager providing asset management services and continues to have responsibility for the performance by the Collateral Manager hereunder for a period of 10 days after such indictment.

If the Collateral Manager becomes aware that any of the events specified in clauses (i) through (vi) above has occurred, the Collateral Manager will give prompt written notice thereof to the Issuer, the Trustee and Moody’s (so long as Moody’s is then rating a Class of Rated Notes).

(d)

(i) Promptly, but in any event within 30 days, after notice under subsections (b) or (c) above of any termination of this Agreement or of any


resignation of the Collateral Manager while any of the Notes are outstanding (which notice shall be provided to the Trustee who shall forward it to the holders of the Subordinated Notes), a Majority of the Subordinated Notes shall nominate an institution as a successor collateral manager subject to the consent of a Majority of the Controlling Class and the requirement that such successor collateral manager satisfies the requirements of subsection (e) below. If a Majority of the Controlling Class does not consent to such institution within 30 days of receiving notice of such nomination, a Majority of the Controlling Class may nominate, within 30 days of the end of such notice period, subject to the consent of a Majority of the Subordinated Notes (such consent or non-consent to be provided within 30 days of receiving notice of such nomination), an institution as a successor collateral manager that satisfies the provisions of the requirements of subsection (e) below. All nominations and consents of nominations shall be made by delivering written notice to the Trustee and the Issuer. The Issuer shall promptly appoint as successor collateral manager any institution that has been nominated and consented to, as provided above.

(ii) If no successor collateral manager is nominated by a Majority of the Subordinated Notes pursuant to clause (i) above within 30 days after notice of the termination or resignation is given pursuant to this Agreement, a Majority of the Controlling Class may appoint a successor collateral manager, which appointment will not require the consent of the Issuer or any Noteholder.

(iii) If no successor collateral manager is nominated pursuant to clause (i) or (ii) above, the predecessor Collateral Manager, the Issuer or any Holder of a Subordinated Note or a Note of the Controlling Class may, 120 days after notice of the termination or resignation is given pursuant to subsections (b) or (c) above, petition any court of competent jurisdiction for the appointment of a successor collateral manager, which appointment will not require the consent of the Issuer or any Noteholder. The Issuer will give prompt written notice to Moody’s of any such appointment of a collateral manager by a court. Any such successor collateral manager appointed by a court will be automatically succeeded by any collateral manager appointed thereafter pursuant to the other provisions of this subsection (d).

(e) No resignation or removal of the Collateral Manager or termination of this Agreement pursuant to subsections (b) or (c) above will be effective until the date on which a successor collateral manager has been appointed pursuant to subsection (d) above, such successor advisor has agreed in writing to assume all of the duties of the Collateral Manager under a new collateral management agreement, the Moody’s Rating Condition has been satisfied with respect to such successor collateral manager and such proposed successor (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under this Agreement; (ii) is legally qualified and has the capacity to act as Collateral Manager; (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the Company Act and (iv) does not cause the Issuer to be engaged, or deemed to be engaged, in a trade or business within the United States for U.S. federal income tax purposes (clauses (i) to (iv), the “Successor Requirements”).


(f) In the event of termination, the provisions of Section 5, but only to the extent compensation earned up to the effective date of termination remains unpaid, and Section 11, as well as this Section 13, shall survive.

(g) Within 30 days after the date following any termination of this Agreement, the Issuer shall change its name to remove any reference to “Anchorage” therein.

14. Assignment; Benefits of Agreement.

Without limiting its rights under Section 3 hereof with respect to delegation by the Collateral Manager of its obligations hereunder to third parties, the Collateral Manager may not assign its rights or responsibilities under this Agreement to an entity that is not an Affiliate of the Collateral Manager without the written consent of the Issuer and the Holders of a Majority of the Controlling Class and satisfaction of the Moody’s Rating Condition.

In addition, the Collateral Manager is permitted to assign its rights and delegate its duties under this Agreement to any Affiliate of the Collateral Manager without consent from any Person and without the requirement to satisfy the Moody’s Rating Condition; provided, that (i) such Affiliate satisfies the Successor Requirements and (ii) immediately after the assignment or delegation, such Affiliate employs or otherwise retains the services of principal personnel performing the duties required under this Agreement who are substantially the same individuals who would have performed such duties had the assignment or delegation not occurred.

The Issuer may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Collateral Manager.

Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns (and, to the extent provided herein, Covered Persons).

15. Independent Contractor Status.

The Collateral Manager shall for all purposes be an independent contractor and not an agent or employee of the Issuer, and the Collateral Manager shall have no authority to act for, represent, bind or obligate the Issuer except as specifically provided herein. This Agreement shall not be construed for any purposes to create any joint venture or partnership among the parties hereto.

16. Nonexclusivity.

(a) Nothing in this Agreement shall limit or restrict the right of the Collateral Manager to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. Without limiting the generality of the foregoing, the Collateral Manager, its Affiliates and the directors, officers, employees and agents of the Collateral Manager and its Affiliates may, subject to any limits specified in the Indenture:


(i) serve as directors (whether supervisory or managing), officers, partners, employees, agents, nominees or signatories, and receive arm’s length fees in connection with such service, for the Issuer or its Affiliates, or for any obligor or issuer in respect of the Collateral Obligations, Equity Securities or Eligible Investments or any Affiliate thereof, to the extent permitted by their organizational documents, as from time to time amended, or by any resolutions duly adopted by the Issuer, its Affiliates or any obligor or issuer in respect of any of the Collateral Obligations, Eligible Investments or Equity Securities (or any Affiliate thereof) pursuant to their respective organizational documents, and neither the Holders of the Notes nor the Issuer shall have the right to any such fees; provided, that in the reasonable judgment of the Collateral Manager, such activity will not have a material adverse effect on any item of the Assets;

(ii) receive fees or other compensation from third parties (including Persons in which the Issuer has made or proposes to make an investment) in connection with any business activities of the Collateral Manager and its Affiliates and which are not related to the use of the Issuer’s capital (which fees or other compensation shall be for the benefit of the Collateral Manager’s own account); provided, that in the reasonable judgment of the Collateral Manager, such activities will not have a material adverse effect on any item of the Assets; and

(iii) be a secured or unsecured creditor of, or hold an equity interest in, or own or hold notes issued by, the Issuer, its Affiliates or any issuer of any obligation included in the Assets; provided, that the Collateral Manager may not take any such actions (other than the holding of Notes issued or incurred, as applicable, by the Issuer) if, in the opinion of counsel to the Issuer, such action would require registration of the Issuer as an “investment company” under the Company Act, or violate any applicable provisions of federal, state or non-U.S. law or any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer.

(b) It is understood that the Collateral Manager and any of its Affiliates may engage in any other business and furnish investment management and advisory services to others, including Persons that may have investment policies similar to or different from those followed by the Collateral Manager with respect to the Investments as required by the Indenture and that may own Loans or securities of the same class, or of the same type, as the Investments or other Loans or securities of the issuers of Investments. The Collateral Manager shall be free, in its sole discretion, to make recommendations to others, or effect transactions on behalf of itself or for others, which may be the same as or different from those effected with respect to the Investments. The Issuer acknowledges that transactions in a specific investment that are consummated at different times by the Collateral Manager for the accounts of its clients may be executed at different prices.

(c) Nothing contained in this Agreement shall prevent the Collateral Manager or any of its members, shareholders, partners, employees or Affiliates, or Affiliates of any thereof, from acting either as principal or agent on behalf of others, from buying or selling, or from recommending to or directing any other account to buy or sell, at any time, investments of the same kind or class, or investments of a different kind or class of the same issuer or


borrower, as those directed by the Collateral Manager to be acquired or sold hereunder, to the extent permitted by applicable law. It is understood that the Collateral Manager, its Affiliates and any member, partner, officer, director, shareholder or employee of the Collateral Manager or any such Affiliate or any member of their families or a Person advised by the Collateral Manager may have an interest in a particular transaction or in investments of the same kind or class, or investments of a different kind or class of the same issuer or borrower, as those whose acquisition or sale the Collateral Manager may direct hereunder.

17. Notices.

(a) All notices, demands, requests or other communications contemplated by any provision of this Agreement must be in writing, and shall be made by hand delivery, certified mail, Federal Express or a similarly reputable overnight courier service, facsimile or other electronic means if to the Collateral Manager, c/o Anchorage Capital Group, L.L.C., 610 Broadway, 6th Floor, New York, New York 10012, Attn: General Counsel, or if to the Issuer, c/o MaplesFS Limited, PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman KY1-1102, Cayman Islands, Attn: The Directors, but any party may designate a different address by a notice similarly given to the other party.

(b) Any such notice or communication shall be deemed given: (i) when delivered by hand, if delivered on a business day; (ii) the next business day after delivery by hand if delivered by hand on a day that is not a business day; (iii) four business days after being deposited in the United States mail by certified mail; (iv) on the next business day after being deposited for next day delivery with Federal Express or by a similar reputable overnight courier service; (v) when receipt is confirmed, if faxed or delivered by other electronic means on a business day; and (vi) the next business day after the day on which receipt is confirmed, if faxed or delivered by other electronic means on a day that is not a business day.

18. Certain Agreements of the Collateral Manager.

(a) The Collateral Manager consents to the assignment pursuant to the Indenture of all of the Issuer’s right, title and interest in, to and under this Agreement to the Trustee, for the benefit and security of the Secured Parties.

(b) The Collateral Manager acknowledges that the Issuer is assigning all of its right, title and interest in, to and under this Agreement to the Trustee for the benefit of the Secured Parties, and the Collateral Manager agrees that all of the representations, covenants and agreements made by the Collateral Manager in this Agreement are also for the benefit of the Secured Parties.

19. No Recourse; Bankruptcy.

(a) The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder shall be solely the limited recourse obligations of the Issuer, and that the Collateral Manager shall not have any recourse to any of the directors, officers, employees, shareholders or Affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof or of the Indenture, the obligations of the


Issuer to the Collateral Manager hereunder or thereunder are limited recourse obligations payable solely from the Collateral at such time as applied in accordance with the Indenture and only to the extent funds are available therefor in accordance therewith. To the extent the proceeds of realization of the Collateral, following application thereof in accordance with the Indenture, are insufficient to meet such obligations in full, the Issuer shall have no further liability in respect thereof and all obligations of the Issuer and all remaining claims against the Issuer arising from this Agreement or the Indenture or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive.

(b) The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be solely the obligations of the Collateral Manager, and that the Issuer shall not have any recourse to any of the directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby.

(c) The Collateral Manager agrees not to cause the filing of a petition in bankruptcy against the Issuer, the Co-Issuer or any ETB Subsidiary for the nonpayment of the Collateral Management Fee or other amounts payable by the Issuer, the Co-Issuer or any ETB Subsidiary to the Collateral Manager under this Agreement until (i) the payment in full of all Secured Notes issued under the Indenture and all amounts payable on the Subordinated Notes and (ii) the expiration of a period equal to one year and one day thereafter or, if longer, the applicable preference period then in effect, following such payments.

20. Miscellaneous.

(a) This Agreement may be amended only upon the written consent of all parties hereto; provided that that this Agreement may not be amended, except as set forth in the proviso below, without (i) the consent of a Majority of the Controlling Class and a Majority of the Subordinated Notes (voting separately by Class) and (ii) satisfaction of the Global Rating Agency Condition; and, provided, further, that the Collateral Manager may amend the provisions of this Agreement with respect to any issue, without the consent of the Issuer or any other Person and without satisfaction of the Global Rating Agency Condition, (x) to the extent necessary (based on the written advice of U.S. counsel of nationally recognized standing, a summary of which is provided to the holders of the Subordinated Notes) to comply with any applicable regulatory requirements so long as any such amendment is not material and adverse to the Issuer, (y) to correct inconsistencies, typographical or other errors, defects or ambiguities or (z) to conform this Agreement to the Offering Circular or the Indenture (as it may be amended from time to time). The Issuer shall provide the Holders with notice of any amendment of this Agreement.

(b) This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, arrangements, inducements or conditions, express or implied, oral or written, between or among any of the parties hereto with respect to the subject matter hereof.


(c) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(d) Each of the Collateral Manager and the Issuer (i) irrevocably submits to the non-exclusive jurisdiction of any federal or New York state court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Agreement or the Indenture; (ii) irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such federal or New York state court; (iii) irrevocably waives, to the fullest extent it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(f) If any term or provision hereof, or the application thereof to any person or circumstance, shall to any extent be contrary to any applicable exchange or government regulation or otherwise invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is contrary, invalid, or unenforceable shall not be affected thereby and, to the extent consistent with the overall intent hereof as evidenced by this Agreement taken as a whole, shall be enforced to the fullest extent permitted by applicable regulation and law.

[Remainder of page intentionally left blank]

[Signature Page to 2016-1 Amended and Restated Collateral Management Agreement]

ANCHORAGE CAPITAL GROUP, L.L.C., as Collateral Manager

By: Name: Natalie A. Birrell Title: Chief Operating Officer

26593825. BUSINESS A-1

Annex A

CERTAIN TAX RESTRICTIONS

The Issuer (and the Collateral Manager and the Independent Investment Professional acting on behalf of the Issuer) and any other person acting on behalf or at the direction of the Issuer, and any affiliate of the Issuer, will comply with all of the provisions set forth in this Annex A (the “Tax Guidelines”) unless, with respect to a particular transaction, the Collateral Manager shall have received written advice of Dechert LLP or an opinion of other counsel of nationally recognized standing in the United States experienced in such matters that, under the relevant facts and circumstances with respect to such transaction, the Collateral Manager’s failure to comply with one or more of such provisions will not cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes, or otherwise to be subject to U.S. federal income tax on a net basis. For purposes of these Tax Guidelines, a “Collateral Obligation” shall include any “Assets” as defined in the Indenture.

The Issuer shall acquire, hold, lend and dispose of Collateral Obligations only for its own account, and shall acquire and hold its Collateral Obligations solely for investment with the expectation and intention of realizing a profit from income earned on the Collateral Obligations and/or any increase in their value during the interval of time between acquisition and disposition thereof.

Notwithstanding any other provision of these Tax Guidelines, the Issuer shall not (each of the following, a “Prohibited Activity”):

(i) act as, or engage in any activities customarily undertaken by, an agent, arranger, or structuring agent with respect to, or negotiate the terms of, any Collateral Obligation or otherwise; provided that, notwithstanding the foregoing, after the date on which the Issuer has acquired a Collateral Obligation, the Issuer may exercise any voting or other rights available to a holder of a Collateral Obligation under the terms of the Collateral Obligation, and may accept or reject any amendment or modification of the terms of that Collateral Obligation if the amendment or modification does not require or provide for any advance of additional funds by the Issuer and (w) the amendment or modification is proposed by the obligor under that Collateral Obligation, the Collateral Obligation is not an Affiliate Collateral Obligation, neither the Issuer nor the Collateral Manager, nor any affiliate of either, has participated directly or indirectly in the negotiation of the amendment or modification, and the Issuer is not the largest holder of the Collateral Obligation, or (x) the modification would not constitute a Significant Modification (for purposes of these Tax Guidelines, “Significant Modification” means any amendment, supplement or modification that involves (1) a change in interest rate or yield of the Collateral Obligation, (2) a change in the stated maturity or the timing of any material payment on the Collateral Obligation (including deferral of an interest payment), (3) a change in the obligor of the Collateral Obligation or (4) a change in the collateral or security for the Collateral Obligation, including the addition or deletion of a co-obligor or guarantor, all within the meaning of United States Department of the Treasury regulation section 1.1001-3), or (y) in the reasonable judgment of the Collateral Manager, the obligor is in financial distress, the obligor


was not in financial distress on the date on which the Issuer acquired such Collateral Obligation and such change in terms is desirable to protect the Issuer’s investment, or (z) the Issuer has received written advice of Dechert LLP or an opinion of other counsel of nationally recognized standing in the United States experienced in such matters that the Issuer’s involvement in such amendment, supplement or modification of the terms of that Collateral Obligation will not cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes;

(ii) act as, hold itself out as, represent to others that it is, or engage in any activities customarily undertaken by, a dealer, middleman, market maker, retailer or wholesaler in any property, or hold as inventory for purposes of resale to customers, any property owned by the Issuer;

(iii) perform services, or hold itself out as willing to perform services, for any person, or have or seek customers;

(iv) register as a broker-dealer under the laws of any country or political subdivision thereof, or register as, or become subject to regulatory supervision or other legal requirements under the laws of any country or political subdivision thereof as, a bank, insurance company, loan originator, finance company or other institution engaged in a similar loan origination or insurance business;

(v) take any action causing it to be treated as a bank, insurance company, loan originator, finance company or other institution engaged in a similar loan origination or insurance business for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency, or qualification for any exemption from tax, securities law or any other legal requirements;

(vi) hold itself out to the public as a bank, insurance company, loan originator, finance company or other institution engaged in a similar loan origination or insurance business, or hold itself out to the public, through advertising or otherwise, as originating loans or making a market in loans or other assets;

(vii) establish a branch, agency or other place of business within the United States; provided, that entering into this Agreement and the appointment of the Collateral Manager as described herein shall not be construed as a violation of this clause (vii);

(viii) make any tax election which would cause it to be subject to United States federal, state or local income or franchise tax;

(ix) buy any Collateral Obligation in order to earn a dealer spread or dealer mark-up over its cost; or

(x) buy any Collateral Obligation with an expectation or intention of restructuring or entering into a workout of such Collateral Obligation.

For purposes of this Annex A, “dealer” means: (a) a merchant of securities with an established place of business who in the ordinary course of business is engaged as a merchant in purchasing


securities and selling them to customers with a view to the gains and profits that may be derived therefrom, and (b) a person that regularly offers to enter into, assume, offset, assign or otherwise terminate positions in derivatives with customers in the ordinary course of a trade or business, including regularly holding itself out, in the ordinary course of its trade or business, as being willing and able to enter into either side of a derivative transaction.

Requirements With Respect to Collateral Obligations.

The Issuer may acquire Collateral Obligations only by assignment or participation, and may not execute any credit agreement whereby Collateral Obligations are issued. The Issuer shall not acquire any Collateral Obligation, or enter into any understanding, arrangement, forward sale agreement or commitment with any person to acquire any Collateral Obligation (a “Commitment”), in each case (i) prior to 48 hours after the completion of the issuance and funding of such Collateral Obligation, other than as otherwise permitted under “Forward Purchase Commitments” or “Participation in Primary Offerings of Debt Securities” below, or (ii) if the Issuer would own more than 50 percent of the loan, obligation, issue, class or tranche that includes the Collateral Obligation or, if the loan, obligation, issue, class or tranche that includes that Collateral Obligation is part of a larger credit facility, more than 25 percent of that entire credit facility. In the case of any Collateral Obligation that is amended or modified in a manner that constitutes a Significant Modification after issuance and funding of such Collateral Obligation and before acquisition by the Issuer of such Collateral Obligation, any seasoning requirement set forth herein shall be computed and applied with respect to the date of such Significant Modification.

The Issuer shall not have any contractual relationship with the borrower or issuer with respect to a Collateral Obligation until the Issuer actually closes the acquisition of that Collateral Obligation. On the funding date of the Collateral Obligation, the documents relating to the Collateral Obligation shall not list the Issuer as a lender or otherwise as a party to any document relating to the issuance of the Collateral Obligation. The Issuer shall not be a signatory on any lending agreement or any other document relating to the issuance of the Collateral Obligation.

The Issuer shall not have any communications or negotiations with the borrower or issuer of any Collateral Obligation (directly or indirectly through the seller of such Collateral Obligation, the agent, negotiator, originator or structuror thereof, or any other person) prior to the completion of the issuance and funding thereof, in connection with the issuance or funding of such Collateral Obligation or commitments with respect thereto, or the Issuer’s acquisition of such Collateral Obligation or the Issuer’s Commitment with respect thereto, in each case, except as otherwise permitted under “Forward Purchase Commitments” below. For the avoidance of doubt, (i) the Issuer, or the Collateral Manager or the Independent Investment Professional acting on its behalf, may, however, undertake customary due diligence communications with an issuer or obligor of any Collateral Obligation that would be reasonably necessary in order for an investor or trader to make a reasonably informed decision to acquire any such Collateral Obligation for its own account, and (ii) nothing contained herein shall prohibit expressions of interest or providing comments as to mistakes or inconsistencies in documents relating to any Collateral Obligation by the Issuer, or by the Collateral Manager or the Independent Investment Professional acting on its behalf.


The Issuer shall not be entitled to earn or receive from any person any premium, fee, commission or other compensation for services, whether or not denominated as received for services, in connection with acquiring or disposing of a Collateral Obligation, or entering into a commitment to acquire or dispose of a Collateral Obligation, including without limitation, in each case, any amount that is attributable or otherwise determined by reference to the amount of any origination, underwriting or similar profit or related or similar fees for services earned by an underwriter, placement agent, lender, arranger, agent or other similar person in connection with the issuance or funding of a Collateral Obligation. In furtherance and not in limitation of the immediately preceding sentence, the Issuer shall not be entitled to earn or receive directly from any person any separately stated premium, fee or commission that is compensation for services or that is based upon or otherwise determined by reference to the amount of any such services. For the avoidance of doubt, the foregoing prohibition against earning or receiving fees and similar amounts shall not apply to (i) any compensation paid other than for a Prohibited Activity pursuant to the terms of any Collateral Obligation (e.g., a prepayment fee or commitment fee), (ii) any amendment or waiver fee, or (iii) any discount in the price paid by the Issuer for a Collateral Obligation from the price paid by the seller of the Collateral Obligation where such discount is attributable to the time value of money, credit quality of the related borrower, market conditions, or terms and conditions of the Collateral Obligation.

Additional Requirements With Respect to Affiliate Collateral Obligations.

Except as provided below, the Collateral Manager shall not cause the Issuer to purchase any Collateral Obligation of any borrower or issuer with respect to which the Collateral Manager or any of their affiliates:

(i) acted as an underwriter, financial advisory, placement or other agent, arranger, negotiator or structuror in connection with the issuance or origination of such Collateral Obligation,

(ii) was an agent, negotiator, structuring agent, bridge loan provider (where a bridge loan is repaid by any Collateral Obligation) or member of the original lending syndicate with respect to such Collateral Obligation, or

(iii) earned or received any compensation relating to the origination of such Collateral Obligation (each such Collateral Obligation, an “Affiliate Collateral Obligation”).

The Collateral Manager on behalf of the Issuer shall be permitted to cause the Issuer to purchase Affiliate Collateral Obligations, provided that the following conditions are met:

(I) at least 30 days shall have passed since the issuance and funding of such Affiliate Collateral Obligation and the holder of the Collateral Obligation did not identify the obligation or security as intended for sale to the Issuer within 30 days of its issuance;

(II) following such 30-day period, the Independent Investment Professional shall have approved the purchase by the Issuer of such Affiliate Collateral Obligation after a review of the terms and conditions thereof and a determination that such transaction shall be effected on an arm’s length basis and that the purchase price represents fair market value (x) by reference to dealer quotes or the price paid by an unrelated secondary buyer in a material contemporaneous


sale on substantially the same terms, or (y) to the extent there is no independent sale or the price paid in such sale is not readily ascertainable, by reference to the fair market value price at which an unrelated independent secondary market acquirer would acquire such Affiliate Collateral Obligation in an arm’s length transaction;

(III) the Collateral Manager or its affiliate, as the case may be, originated the Collateral Obligation in the ordinary course of its business and not in contemplation of its acquisition by the Issuer; and

(IV) the Issuer may not purchase any Affiliate Collateral Obligation having a greater principal amount than the principal amount of such Affiliate Collateral Obligation held following such purchase by the Collateral Manager and its affiliates (excluding the Issuer).

Maintenance of Separate and Independent Status.

At the written request of the Collateral Manager, the Issuer shall establish a conflicts review board or appoint an independent third party to act on behalf of the Issuer (such board or party, an “Independent Investment Professional”) with respect to transactions involving any Affiliate Collateral Obligation. Any Independent Investment Professional (i) shall either (A) be an established financial institution or other financial company with experience in assessing the merits of transactions similar to the transactions involving any Affiliate Collateral Obligation or (B) be a review board comprised of one or more individuals selected by the Issuer (or at the request of the Issuer, selected by the Collateral Manager), (ii) shall be required to assess the merits of the transaction involving any Affiliate Collateral Obligation and either grant or withhold consent to such transaction in its sole judgment and (iii) shall not be (A) affiliated with the Collateral Manager (other than as a holder or as a passive investor in the Issuer or an affiliate of the Issuer) or (B) involved in the daily management and control of the Issuer.

Neither the Independent Investment Professional nor any of the employees or personnel performing duties of the Collateral Manager on behalf of the Issuer relating to the purchase of Affiliate Collateral Obligations shall be directly or indirectly involved in any origination or underwriting activities with respect to any Collateral Obligation, or have access to any files, records, or other information that is not available to independent unrelated secondary market acquirers concerning the origination or underwriting of any such Collateral Obligation. In addition, neither the Independent Investment Professional nor any of the employees or personnel performing duties of the Collateral Manager on behalf of the Issuer relating to the purchase of Affiliate Collateral Obligations shall be a party to any discussions or meetings relating to origination or underwriting activities with respect to any Affiliate Collateral Obligation. No employee or personnel of the Collateral Manager who is involved in any origination or underwriting activities with respect to any Affiliate Collateral Obligation shall have any direct or indirect influence over the decision making process of the Issuer or the Independent Investment Professional with respect to the acquisition or disposition of any Affiliate Collateral Obligation on behalf of the Issuer, but no such employee or personnel shall be prohibited from making recommendations to the Independent Investment Professional. However, in all cases the decision whether to invest in an Affiliate Collateral Obligation or to sell a Collateral Obligation to the Collateral Manager or one of its affiliates shall be an independent decision by the Independent Investment Professional.


Revolving Collateral Obligations, Delayed Drawdown Collateral Obligations and Letter of Credit Facilities.

For purposes of these Tax Guidelines, “Revolving Collateral Obligation” means any obligation (other than a Delayed Drawdown Collateral Obligation, but 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 under the underlying instruments relating thereto may require one or more future advances to be made to the obligor by a creditor.

For purposes of these Tax Guidelines, “Delayed Drawdown Collateral Obligation” means an obligation that (i) requires a creditor to make one or more future advances to the obligor under the underlying instruments relating thereto, (ii) specifies a maximum amount that can be borrowed on or prior to one or more fixed dates, and (iii) does not permit the re-borrowing of any amount previously repaid by the obligor thereof.

Neither the Issuer nor the Collateral Manager acting on the Issuer’s behalf shall acquire an interest (including by means of participation) in a Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation or a letter of credit facility unless:

(i) such interest is acquired in the secondary market, the acquisition of such interest will not cause the Issuer to hold more than 25 percent of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation or letter of credit facility, and taken together with the aggregate principal amount of other such interests held by the Issuer does not exceed 15% of the aggregate principal amount of all Collateral Obligations held by the Issuer;

(ii) with respect to any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation:

(a) neither the Issuer, the Collateral Manager acting on behalf of the Issuer, nor the Independent Investment Professional acting on behalf of the Issuer has participated in the negotiation of the terms of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation;

(b) the terms of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation are fixed as of the date of the Issuer’s acquisition thereof and do not provide the Issuer any discretion as to whether to make advances under such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation;

(c) more than a de minimis amount of such Collateral Obligation has been funded, or such loan is associated with a term loan to such borrower which has been fully funded; and

(d) the Issuer does not acquire any interest in a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation which is not associated with a term loan prior to 60 days after the issuance thereof, and all such interests combined shall not exceed 10% of the aggregate principal amount of all assets held by the Issuer; and

(iii) with respect to any letter of credit facility:


(a) (I) such letter of credit facility has been fully funded by the original lender, and such lender has completed all of its obligations with respect to that letter of credit facility (such that the letter of credit facility does not constitute to any extent a Delayed Drawdown Collateral Obligation), at least 48 hours before the Issuer committed to acquire such letter of credit facility; and

(II) the lead or agent lender or bank or other withholding agent with respect to such letter of credit will deduct and withhold all applicable withholding taxes on all payments made to the Issuer with respect to such letter of credit facility that are subject to withholding tax imposed by the United States; or

(b) (I) such letter of credit facility is associated with a term loan to such borrower which has been fully funded;

(II) all terms of such letter of credit facility were fully negotiated and final no later than the time at which the terms of the related loan were fully negotiated and final;

(III) the Issuer, or the Collateral Manager acting on behalf of the Issuer, holds the same proportionate interest in such letter of credit facility as the proportionate interest it holds in the term loan(s) associated with such letter of credit facility; and

(IV) the lead or agent lender or bank or other withholding agent with respect to such letter of credit will deduct and withhold all applicable withholding taxes on all payments made to the Issuer with respect to such letter of credit facility that are subject to withholding tax imposed by the United States.

Forward Purchase Commitments.

The Issuer shall not have nor make any Commitment to acquire a Collateral Obligation from a seller before completion of the closing, full funding and seasoning (except, with respect to funding, in the case of a Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation) of the Collateral Obligation, except as permitted in the following provisions.

If a Commitment is made to acquire a Collateral Obligation, other than an Affiliate Collateral Obligation, from a seller before completion of the closing and full funding of the Collateral Obligation by such seller (the “Original Lender”), such commitment shall only be made pursuant to a forward sale agreement at an agreed price (a “Forward Purchase Commitment”). Any Forward Purchase Commitment with any Original Lender in respect of a Collateral Obligation (other than a Broadly Syndicated Collateral Obligation) may only be made after such Original Lender has delivered its own commitment to acquire its own interest in that Collateral Obligation and after all material terms of the Collateral Obligation have been agreed to.

In the process of making or negotiating to make a Forward Purchase Commitment, the Issuer shall not negotiate with respect to any term of the Collateral Obligation to which the Forward Purchase Commitment relates. The Issuer is not prevented from negotiating the terms of the


Forward Purchase Commitment, including the price at which the Issuer shall acquire the Collateral Obligation to which the Forward Purchase Commitment relates.

Except in the case of a Broadly Syndicated Collateral Obligation, if the Issuer enters into a Forward Purchase Commitment to acquire a Collateral Obligation, the Issuer’s obligation under the Forward Purchase Commitment shall be conditioned on there being, as of the time the Issuer is to acquire the Collateral Obligation, no material adverse change in the condition of the borrower or issuer, the Collateral Obligation or the financial markets, and in all other respects, the Forward Purchase Commitment may only be conditional to the extent the related counterparty’s own commitment in the origination process and funding of the Collateral Obligation is delayed, reduced or eliminated; provided that, notwithstanding the foregoing, a Forward Purchase Commitment shall not be required to be conditioned on the absence of a material adverse change if (y) the Issuer enters into the Forward Purchase Commitment no sooner than 48 hours after the Original Lender has delivered its own commitment with respect to the related Collateral Obligation and after all material terms of the Collateral Obligation have been agreed to, and (z) the Issuer’s Commitment is documented in a form for secondary market purchases that is substantially similar to that used for commitments given by all other persons who will acquire an interest in the Collateral Obligation from the Original Lender (including as to the absence of a material adverse change condition). In the event of any delayed, reduced or eliminated funding, the Issuer shall not receive any premium, fee, or other compensation in connection with having entered into the Forward Purchase Commitment, other than commitment fees or fees in the nature of commitment fees that are customarily paid in connection with such delays, reductions or eliminations of funding of Collateral Obligations of the type permitted to be purchased by the Issuer.

The Issuer shall not have any contractual relationship with the borrower or issuer with respect to a Collateral Obligation that will be subject to a Forward Purchase Commitment until the Issuer actually closes the acquisition of that Collateral Obligation. On the funding date of the Collateral Obligation, the documents relating to the Collateral Obligation shall not list the Issuer as a lender or otherwise as a party to any document relating to the issuance of the Collateral Obligation. The Issuer shall not be a signatory on any lending agreement or any other document relating to the issuance of the Collateral Obligation.

The Issuer shall not enter into any Forward Purchase Commitment in respect of any Affiliate Collateral Obligation. The Issuer, or Collateral Manager or the Independent Investment Professional acting on its behalf, may, however, undertake customary due diligence communications with an issuer or obligor of an Affiliate Collateral Obligation or any other Collateral Obligation that would be reasonably necessary in order for an investor or trader to make a reasonably informed decision to acquire any such Collateral Obligation for its own account.

For the avoidance of doubt, except as provided above with respect to Forward Purchase Commitments, the Issuer may enter into a Commitment with respect to a Collateral Obligation only when the Collateral Obligation is funded and at least 48 hours have thereafter elapsed.

For purposes of these Tax Guidelines, a “Broadly Syndicated Collateral Obligation” shall mean a Collateral Obligation that: (i) is marketed and sold pursuant to a “customary underwriting”; (ii) is


acquired in a “permissible fund acquisition”; and (iii) constitutes a “syndicated loan,” each as defined below.

(i) Customary Underwriting. A Collateral Obligation is marketed and sold pursuant to a “customary underwriting” if the Collateral Manager reasonably believes that the underwriting of the Collateral Obligation includes the following features:

(a) A bank or a syndicate of banks (the “lead bank”) negotiates the terms of the Collateral Obligation with the issuer or the borrower;

(b) The lead bank assists the issuer or borrower compile a “confidential information memorandum,” a “bank book” or a similar written document to be used in connection with soliciting loan sales, that describes the material terms of the Collateral Obligation and of the issuer or the borrower (a “Bank Book”). For the avoidance of doubt, a Bank Book, once initially provided and disseminated, may be updated to reflect changes to the material terms through supplements or through data postings on Bloomberg, Intralinks or Syndtrak;

(c) The lead bank markets or seeks buyers for the Collateral Obligation from a wide (although potentially targeted) group;

(d) The lead bank effectuates its underwriting process through soliciting indications of interest or orders, making loan allocations or similar procedures;

(e) The lead bank is paid or compensated by the issuer or the borrower in respect of its underwriting, arranging, placement or for other similar services; and

(f) The lead bank is free to sell or allocate such Collateral Obligation to the highest bidder (or to allocate the Collateral Obligation based on other criteria determined in its sole discretion), even after (I) a “soft circling” process has occurred, (II) indications of interest have been provided and (III) preliminary allocations have been communicated to investors.

(ii) Permissible Fund Acquisition. A Collateral Obligation is acquired in a “permissible fund acquisition” if the following criteria are satisfied.

(a) Neither the Collateral Manager, the Issuer nor any affiliates thereof provided any underwriting, placement, arranging, structuring or other similar services on behalf of any lending entity or any intermediary in connection with the issuance or origination of such Collateral Obligation.

(b) The Commitment is entered into (x) after receipt of the Bank Book (including any supplements thereto) and (y) at a time when the material terms of such Collateral Obligation (other than interest rate and pricing) have been fully negotiated, it being understood that the interest rate and pricing of the Collateral Obligation might not be finalized until just prior to execution and funding.

26593825. BUSINESS A-10

(c) The Collateral Manager has no reason to believe that the Collateral Obligation would not be executed on the same terms regardless of whether the Commitment was made.

(d) The Commitment is provided pursuant to typical allocation procedures and the lead bank for such Commitment has acknowledged that the lead bank is not acting as the agent of the Issuer for this purpose.

(e) The Commitment relates to a purchase of less than 5% of the face amount of the respective tranche of which the Collateral Obligation forms a part.

(f) The Issuer, together with any related or commonly managed or advised parties, purchases less than 15% of the face amount of the respective tranche of which the Collateral Obligation forms a part.

(g) Each Commitment is independently agreed upon (and there is no ongoing understanding or arrangement by which the Issuer has agreed to provide funds to the lead bank or issuers or borrowers) although the Issuer may purchase different tranche of loans offered contemporaneously.

(h) To the best of its knowledge, the Issuer provides its Commitment at the same time as commitments are provided by the majority of the lending syndicate.

(iii) Syndicated Loan. A Collateral Obligation constitutes a “syndicated loan” if the following criteria are satisfied.

(a) The aggregate size of the Collateral Obligation facility (including undrawn commitments) is at least $100 million.

(b) The Issuer and the Collateral Manager reasonably believe that the lead bank is acting in the ordinary course of its trade or business of originating and syndicating loans.

(c) The Collateral Obligation is considered by the market to be a broadly syndicated loan offered to typical institutional non-bank investors.

Participation in Primary Offerings of Debt Securities.

The Issuer and the Collateral Manager acting on behalf of the Issuer will not enter into any Commitment to purchase a debt security from any Person before completion of the legal closing and initial offering of such debt security, unless the requirements set forth in the following clauses (i) or (ii) are satisfied:

(i) the obligation or security was issued pursuant to an effective registration statement under the Securities Act in a firm commitment underwriting for which neither the Collateral Manager nor an affiliate served as underwriter; or

26593825. BUSINESS A-11

(ii) the obligation or security is a privately placed obligation, or a security eligible for resale under Rule 144A under the Securities Act or Regulation S under the Securities Act, or issued pursuant to an effective registration statement in a “best efforts” underwriting under the Securities Act; and

(a) the obligation or security was originally issued pursuant to an offering memorandum, private placement memorandum or similar offering document;

(b) the Issuer, the Collateral Manager and its affiliates, and accounts and funds managed or controlled by the Collateral Manager or any affiliate, either (1) did not at original issuance acquire 50 percent or more of the aggregate principal amount of such obligations or securities or 50 percent or more of the aggregate principal amount of any other class of obligations or securities offered by the borrower or issuer of the obligation or security in the offering and any related offering or (2) did not at original issuance acquire 5 percent or more of the aggregate principal amount of all classes of obligations or securities offered by the borrower or issuer of the obligation or security in the offering and any related offering; and

(c) neither the Issuer, the Collateral Manager nor any affiliate participated directly or indirectly in negotiating or structuring the terms of the obligation or security, except for the purposes of (1) commenting on offering documents to an unrelated underwriter or placement agent where the ability to comment on such documents was generally available to investors and any comments relating to the material commercial terms of the obligation or security addressed only errors or ambiguities in those terms or (2) due diligence of the kind customarily performed by investors in securities consisting of examining the credit quality of the borrower or issuer, and analyzing the collateral quality, structure and credit enhancement with respect to an obligation or security.

For the avoidance of doubt, the provisions under this “Participation in Primary Offerings of Debt Securities”, and not the provisions under “Forward Purchase Commitments”, shall apply to any Commitment to purchase a debt security that satisfies the foregoing requirements.

Equity Restrictions.

The Issuer shall not acquire (whether as part of a “unit” with a Collateral Obligation, in exchange for a Collateral Obligation, or otherwise) any asset that is treated for U.S. federal income tax purposes as:

(i) an equity interest in a partnership, a trust or a disregarded entity (unless all of the assets of such partnership, trust or disregarded entity would otherwise qualify either as Collateral Obligations able to be owned by the Issuer hereunder or as equity interests in entities taxable as corporations for U.S. federal income tax purposes that are not ineligible to be acquired by the Issuer under clause (iv) below);

(ii) a residual interest in a “REMIC” (as such term is defined in the Code);

26593825. BUSINESS A-12

(iii) an ownership interest in a “FASIT” (as such term is defined in the Code); or

(iv) any asset that constitutes a “United States real property interest” (“USRPI”), including certain interests in a “United States real property holding corporation” (“USRPHC”) (as such terms are defined in the Code), except that, if otherwise permitted under the Indenture, the Issuer may acquire and/or hold an interest in a USRPHC under circumstances where the USRPHC may not be liquidated, and stock of the USRPHC may not be sold, unless prior to such liquidation or sale all USRPI held by the USRPHC have been sold and all U.S. federal income taxes payable by the USRPHC have been paid, and the Issuer reasonably believes, at the time of the acquisition of the interest in the USRPHC, that the USRPHC will be liquidated or the stock of the USRPHC will be sold (in each case, in accordance with the restrictions in this clause (iv)) prior to the liquidation of the Issuer.

Synthetic Securities.

The Issuer shall not acquire or enter into any swap transaction or security, other than a participation interest in a loan, which swap transaction or security provides for payments associated with either (i) payments of interest and/or principal on a reference obligation or (ii) the credit performance of a reference obligation.

c/o MaplesFS Limited NOTE: THIS NOTICE CONTAINS …

Documents

Transcript of c/o MaplesFS Limited NOTE: THIS NOTICE CONTAINS …