Unassociated Document

“The Investment Company Act of 1940, as amended (the “Investment Company Act”), requires that all holders of the outstanding securities of the Issuer be “Qualified Purchasers” (“Qualified Purchasers”) as defined in Section 2(a)(51)(A) of the Investment Company Act and related rules. Under the rules, the Issuer must have a “reasonable belief” that all holders of its outstanding securities, including transferees, are Qualified Purchasers. Consequently, all sales and resales of the Notes must be made solely to purchasers that are Qualified Purchasers. Each purchaser of a Note will be deemed to represent at the time of purchase that: (i) the purchaser is a Qualified Purchaser or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser who is also (I) with respect to the Secured Notes, (1)(x) a qualified institutional buyer (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (y) solely in the case of Certificated Secured Notes, an institutional “accredited investor” (“IAI”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or (2) not a “U.S. person” as defined in Regulation S and is acquiring the Notes in an offshore transaction (as defined in Regulation S) in reliance on the exemption from registration provided by Regulation S under the Securities Act and (II) with respect to the Subordinated Notes, (1) a QIB or (2) a “person (other than any rating organization rating the Issuer’s securities) involved in the organization or operation of the Issuer or an affiliate, as defined in rule 405 under the Securities Act, of such a person” (“Organizing Entity”) that is either (x) an IAI or (y) not a “U.S. person” as defined in Regulation S and is acquiring the Notes in an offshore transaction (as defined in Regulation S) in reliance on the exemption from registration provided by Regulation S under the Securities Act; (ii) the purchaser is acting for its own account or the account of another Qualified Purchaser who is, in the case of the Secured Notes, a QIB, IAI or not a U.S. Person (as defined in Regulation S) and in the case of the Subordinated Notes, a QIB or an Organizing Entity (as applicable); (iii) the purchaser is not formed for the purpose of investing in the Issuer; (iv) the purchaser, and each account for which it is purchasing, will hold and transfer at least the minimum denominations of the Secured Notes specified in this Indenture; (v) the purchaser understands that the Issuer may receive a list of participants holding positions in securities from one or more book-entry depositories; and (vi) the purchaser will provide written notice of the foregoing, and of any applicable restrictions on transfer, to any subsequent transferees. The Secured Notes may only be transferred to another Qualified Purchaser who is also a QIB, IAI or not a “U.S. person” (as defined in Regulation S). The Subordinated Notes may only be transferred to another Qualified Purchaser who is also a QIB or an Organizing Entity that is either an IAI or not a “U.S. person” (as defined in Regulation S) (as applicable) and all subsequent transferees are deemed to have made representations (i) through (vi) above.”

“The Issuer requests that the recipient of this notice, and any recipient of a copy of this notice, provide a copy to any Person having an interest in this Note as indicated on the books of DTC or on the books of a participant in DTC or on the books of an indirect participant for which such participant in DTC acts as agent.”

“The Indenture provides that if, notwithstanding the restrictions on transfer contained therein, the Issuer determines that any holder of, or beneficial owner of an interest in a Note who is determined not to have been a Qualified Purchaser at the time of acquisition of such Note or beneficial interest therein, the Issuer may require, by notice to such Holder or beneficial owner, that such Holder or beneficial owner sell all of its right, title and interest to such Note (or any interest therein) to a Person that is a Qualified Purchaser who, with respect to the Secured Notes, is either (x) not a “U.S. person” (as defined in Regulation S) or (y) an IAI or a QIB (as applicable) and who, with respect to the Subordinated Notes, is either (x) a QIB or (y) an Organizing Entity that is either an IAI or not a “U.S. person” (as defined in Regulation S) (as applicable), with such sale to be effected within 30 days after notice of such sale requirement is given. If such holder or beneficial owner fails to effect the transfer required within such 30-day period, (i) upon direction from the Collateral Manager or the Issuer, the Trustee, on behalf of and at the expense of the Issuer, shall and is hereby irrevocably authorized by such holder or beneficial owner, to cause its Note or beneficial interest therein to be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Article 9 of the Uniform Commercial Code as in effect in the State of New York as applied to securities that are sold on a recognized market or that may decline speedily in value) to a Person that certifies to the Trustee, the Issuer and the Collateral Manager, in connection with such transfer, that such Person is a Qualified Purchaser who, with respect to the Secured Notes, is either (x) not a “U.S. person” (as defined in Regulation S) or (y) an IAI or a QIB (as applicable) and who, with respect to the Subordinated Notes, is either (x) a QIB or (y) an Organizing Entity that is either an IAI or not a U.S. Person (as defined in Regulation S) (as applicable), and (ii) pending such transfer, no further payments will be made in respect of such Rule 144A Note or beneficial interest therein held by such holder or beneficial owner.”

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(b) DTC Actions. The Issuer will direct DTC to take the following steps in connection with the Global Secured Notes:

(i) The Issuer will direct DTC to include the marker “3c7” in the DTC 20-character security descriptor and the 48-character additional descriptor for the Global Secured Notes in order to indicate that sales are limited to Qualified Purchasers.

(ii) The Issuer will direct DTC to cause each physical deliver order ticket that is delivered by DTC to purchasers to contain the 20-character security descriptor. The Issuer will direct DTC to cause each deliver order ticket that is delivered by DTC to purchasers in electronic form to contain a “3c7” indicator and a related user manual for participants. Such user manual will contain a description of the relevant restrictions imposed by Section 3(c)(7).

(iii) On or prior to the Closing Date, the Issuer will instruct DTC to send a Section 3(c)(7) Notice to all DTC participants in connection with the offering of the Global Secured Notes.

(iv) In addition to the obligations of the Registrar set forth in Section 2.5, the Issuer will from time to time (upon the request of the Trustee) make a request to DTC to deliver to the Issuer a list of all DTC participants holding an interest in the Global Secured Notes.

(v) The Issuer will cause each CUSIP number obtained for a Global Note to have a fixed field containing “3c7” and “144A” indicators, as applicable, attached to such CUSIP number.

(c) Bloomberg Screens, Etc. The Issuer will from time to time request all third-party vendors to include on screens maintained by such vendors appropriate legends regarding Rule 144A and Section 3(c)(7) under the Investment Company Act restrictions on the Global Secured Notes. Without limiting the foregoing, the Initial Purchaser will request that each third-party vendor include the following legends on each screen containing information about the Notes:

(i) Bloomberg

(A) “Iss’d Under 144A/3c7”, to be stated in the “Note Box” on the bottom of the “Security Display” page describing the Global Secured Notes;

(B) a flashing red indicator stating “See Other Available Information” located on the “Security Display” page;

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(C) a link to an “Additional Security Information” page on such indicator stating that the Global Secured Notes are being offered in reliance on the exception from registration under Rule 144A of the Securities Act of 1933 to persons that are both (i) “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act and (ii) “Qualified Purchasers” as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended; and

(D) a statement on the “Disclaimer” page for the Global Secured Notes that the Notes will not be and have not been registered under the Securities Act of 1933, as amended, that the Issuer has not been registered under the Investment Company Act of 1940, as amended, and that the Global Secured Notes may only be offered or sold in accordance with Section 3(c)(7) of the Investment Company Act of 1940, as amended.

(ii)

Reuters.

(A) a “144A – 3c7” notation included in the security name field at the top of the Reuters Instrument Code screen;

(B) a <144A3c7Disclaimer> indicator appearing on the right side of the Reuters Instrument Code screen; and

(C) a link from such <144A3c7Disclaimer> indicator to a disclaimer screen containing the following language: “These Notes may be sold or transferred only to Persons who are both (i) Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and (ii) Qualified Purchasers, as defined under Section 3(c)(7) under the U.S. Investment Company Act of 1940.”

ARTICLE XI

APPLICATION OF MONIES

Section 11.1 Disbursements of Monies from Payment Account. (a) Notwithstanding any other provision in this Indenture, but subject to the other subsections of this Section 11.1 and to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii).

(i) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Interest Proceeds on deposit in the Collection Account, to the extent received on or before the related Determination Date and that are transferred into the Payment Account, shall be applied in the following order of priority:

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(A) (1) first, to the payment of taxes and governmental fees owing by the Issuer, if any, and (2) second, to the payment of the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or any Tax Redemption);

(B) to the payment of the Base Collateral Management Fee due and payable to the Collateral Manager until such amount has been paid in full;

(C) (i) to the payment of accrued and unpaid interest on the Class A-1 Notes and then (ii) to the payment of accrued and unpaid interest on the Class A-2 Notes;

(D) if either of the Class A Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class A Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (D);

(E) to the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class B Notes;

(F) if either of the Class B Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class B Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (F);

(G) to the payment of any Deferred Interest on the Class B Notes;

(H) to the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class C Notes;

(I) if either of the Class C Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause all Class C Coverage Tests that are applicable on such Payment Date to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (I);

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

(K) to the payment (in the same manner and order of priority stated therein) of any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein;

(L) to the payment of the Subordinated Collateral Management Fee due and payable to the Collateral Manager until such amount has been paid in full; and

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(M) any remaining Interest Proceeds to be paid to the holders of the Subordinated Notes (other than, during the Reinvestment Period, any Reinvesting Holder that has directed that Reinvestment Amounts in respect of its Subordinated Notes be deposited on such Payment Date into the Reinvestment Amount Account subject to the provisions of Section 11.1(e)).

(ii) On each Payment Date, unless an Enforcement Event has occurred and is continuing, Principal Proceeds on deposit in the Collection Account that are received on or before the related Determination Date and that are transferred to the Payment Account (which will not include (i) amounts required to meet funding requirements with respect to Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations that are deposited in the Revolver Funding Account or (ii) during the Reinvestment Period, Principal Proceeds that have previously been reinvested in Collateral Obligations or that the Collateral Manager intends to cause the Issuer to invest in Collateral Obligations during the next Interest Accrual Period) shall be applied in the following order of priority:

(A) to pay the amounts referred to in clauses (A) through (C) of Section 11. 1(a)(i) (and in the same manner and order of priority stated therein), but only to the extent not paid in full thereunder;

(B) to pay the amounts referred to in clause (D) of Section 11.1(a)(i) but only to the extent not paid in full thereunder and to the extent necessary to cause the Coverage Tests that are applicable on such Payment Date with respect to the Class A Notes to be met as of the related Determination Date on a pro forma basis after giving effect to any payments made through this clause (B);

(C) to the extent no Class A Notes are Outstanding on such Payment Date, to pay the amounts referred to in clause (E) of Section 11.1(a)(i) but only to the extent not paid in full thereunder;

(D) to pay the amounts referred to in clause (F) of Section 11.1(a)(i)but only to the extent not paid in full thereunder and to the extent necessary to cause the Coverage Tests that are applicable on such Payment Date with respect to the Class B Notes to be met as of the related Determination Date on a pro forma basis after giving effect to any payments made through this clause (D);

(E) to the extent no Class A Notes or Class B Notes are Outstanding on such Payment Date, to pay the amounts referred to in clause (H) of Section 11.1(a)(i) but only to the extent not paid in full thereunder;

(F) to pay the amounts referred to in clause (I) of Section 11.1(a)(i) but only to the extent not paid in full thereunder and to the extent necessary to cause the Coverage Tests that are applicable on such Payment Date with respect to the Class C Notes to be met as of the related Determination Date on a pro forma basis after giving effect to any payments made through this clause (F);

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(G) (1) if such Payment Date is a Redemption Date, to make payments in accordance with the Note Payment Sequence, and (2) on any other Payment Date, to make payments in the amount of the Special Redemption Amount, if any, at the election of the Collateral Manager, in accordance with the Note Payment Sequence;

(H) during the Reinvestment Period, to the Collection Account as Principal Proceeds to invest in Eligible Investments (pending the purchase of additional Collateral Obligations) and/or to the purchase of additional Collateral Obligations;

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

(J) after the Reinvestment Period, to pay the amounts referred to in clause (K) of Section 11.1(a)(i) only to the extent not already paid (in the same manner and order of priority stated therein);

(K) after the Reinvestment Period, to pay the amounts referred to in clause (L) of Section 11.1(a)(i) only to the extent not already paid;

(L) to pay the Reinvesting Holders of the Subordinated Notes (whether or not any applicable Reinvesting Holder continues on such Payment Date to hold all or any portion of such Subordinated Notes) any Reinvestment Amounts accrued and not previously paid pursuant to this clause (L) with respect to their respective Subordinated Notes, pro rata in accordance with the respective aggregate Reinvestment Amounts with respect to the Subordinated Notes; and

(M) any remaining proceeds to be paid to the Holders of the Subordinated Notes.

On the Stated Maturity of the Notes, the Trustee shall pay all available Cash, but only after the payment of (or establishment of a reserve for) all Administrative Expenses (in the same manner and order of priority stated in the definition thereof) and Collateral Management Fees, and interest and principal on the Secured Notes, to the Holders of the Subordinated Notes in final payment of such Subordinated Notes.

(iii) Notwithstanding the provisions of the foregoing Sections 11.1(a)(i) and 11.1(a)(ii), if declaration of acceleration of the maturity of the Secured Notes has occurred following an Event of Default and such Event of Default is continuing and has not been cured or waived (regardless of whether such declaration of acceleration has been rescinded) (an “Enforcement Event”), pursuant to Section 5.5 and Section 5.7, proceeds in respect of the Assets will be applied on a Payment Date in the following order of priority:

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(A) (1) first, to the payment of taxes and governmental fees owing by the Issuer, if any, and (2) second, to the payment of the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, up to the Administrative Expense Cap (provided that payments to the Trustee pursuant to this clause (A)(2) shall not be subject to the Administrative Expense Cap);

(B) to the payment of the Base Collateral Management Fee due and payable (including any accrued and unpaid interest thereon) to the Collateral Manager until such amount has been paid in full;

(D) to the payment of principal of the Class A-1 Notes, until the Class A-1 Notes have been paid in full;

(E) to the payment of accrued and unpaid interest on the Class A-2 Notes;

(F) to the payment of principal of the Class A-2 Notes, until the Class A-2 Notes have been paid in full;

(G) to the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class B Notes;

(H) to the payment of any Deferred Interest on the Class B Notes;

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

(J) to the payment of accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class C Notes;

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

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

(M) to the payment of (in the same manner and order of priority stated therein) any Administrative Expenses not paid pursuant to clause (A)(2) above due to the limitation contained therein;

(N) to the payment of the Subordinated Collateral Management Fee due and payable (including any accrued and unpaid interest thereon) to the Collateral Manager until such amount has been paid in full;

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(O) to the payment to the Reinvesting Holders of the Subordinated Notes (whether or not any applicable Reinvesting Holder continues on the date of such payment to hold all or any portion of such Subordinated Notes) of any Reinvestment Amounts accrued and not previously paid pursuant to this clause (O) or pursuant to clause (L) of Section 11.1(a)(ii) with respect to their respective Subordinated Notes, pro rata in accordance with the respective aggregate Reinvestment Amounts with respect to the Subordinated Notes; and

(P) to pay the balance to the Holders of the Subordinated Notes.

(b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Distribution Report, the Trustee shall make the disbursements called for in the order and according to the priority set forth under Section 11.1(a) above, subject to Section 13.1, to the extent funds are available therefor.

(c) In connection with the application of funds to pay Administrative Expenses of the Issuer in accordance with Section 11.1(a)(i), Section 11.1(a)(ii) and Section 11.1(a)(iii), the Trustee shall remit such funds, to the extent available (and subject to the order of priority set forth in the definition of “Administrative Expenses”), as directed and designated in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses in such amounts and to such entities as indicated in the Distribution Report in respect of such Payment Date) delivered to the Trustee no later than the Business Day prior to each Payment Date.

(d) The Collateral Manager may, in its sole discretion, elect to irrevocably waive payment of any or all of any Collateral Management Fee otherwise due on any Payment Date by notice to the Issuer, the Collateral Administrator and the Trustee no later than the Determination Date immediately prior to such Payment Date in accordance with the terms of Section 8(c) of the Collateral Management Agreement. Any such Collateral Management Fee, once waived, shall not thereafter become due and payable and any claim of the Collateral Manager therein shall be extinguished.

(e) During the Reinvestment Period, at the written direction of any Reinvesting Holder to the Trustee (with a copy to the Collateral Administrator) in substantially the form of Exhibit E, but without the consent or action of any other Person, all or a specified portion of amounts that would otherwise be distributed on a Payment Date to such Reinvesting Holder pursuant to clause (M) of Section 11.1(a)(i) will instead be deposited by the Trustee in the Reinvestment Amount Account, and such deposit shall be deemed to constitute payment of such amounts for purposes of all distributions from the Payment Account to be made on such Payment Date. Any amounts so deposited shall not earn interest and shall not increase the unpaid face amount of the related Subordinated Notes. Reinvestment Amounts will be paid to any applicable Reinvesting Holder on the first subsequent Payment Date Principal Proceeds are available therefor as provided in Section 11.1(a)(ii) or that proceeds in respect of the Assets are available therefor as provided in Section 11.1(a)(iii) as applicable. Any such direction of any Reinvesting Holder shall specify the percentage(s) of the amount(s) that such Reinvesting Holder is entitled to receive on the applicable Payment Date in respect of distributions pursuant to clause (M) of Section 11.1(a)(i) (such Reinvesting Holder’s “Distribution Amount”) that such Reinvesting Holder wishes the Trustee to deposit in the Reinvestment Amount Account, and shall be given to the Trustee in writing (with a copy to the Collateral Administrator) not later than 12:00 p.m. (New York time) one Business Day prior to the applicable Payment Date. The Issuer (or the Collateral Administrator on the Issuer’s behalf) shall provide each Reinvesting Holder with an estimate of such Reinvesting Holder’s Distribution Amount not later than two Business Days prior to any subsequent Payment Date.

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ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS;

PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS

Section 12.1 Sales of Collateral Obligations. Subject to the satisfaction of the conditions specified in Section 12.3, the Collateral Manager on behalf of the Issuer may (except as otherwise specified in this Section 12.1), direct the Trustee to sell and the Trustee shall sell on behalf of the Issuer in the manner directed by the Collateral Manager any Collateral Obligation, Other Exchange Asset or Equity Security (which shall include the direct sale or liquidation of the equity interest of any Blocker Subsidiary or of any asset held by a Blocker Subsidiary) if, as certified by the Collateral Manager, such sale meets the requirements of any one of paragraphs (a) through (h) of this Section 12.1 (subject in each case to any applicable requirement of disposition under Section 12.1(h) and provided that if an Event of Default has occurred and is continuing, the Collateral Manager may not direct the Trustee to sell any Collateral Obligation, Other Exchange Asset or Equity Security pursuant to Section 12.1(g)). For purposes of this Section 12.1, the Sale Proceeds of a Collateral Obligation or Other Exchange Asset sold by the Issuer shall include any Principal Financed Accrued Interest received in respect of such sale.

(a) Credit Risk Obligations. Subject to the satisfaction of the Portfolio Acquisition and Sale Requirements, the Collateral Manager may direct the Trustee to sell any Credit Risk Obligation at any time without restriction.

(b) Credit Improved Obligations. Subject to the satisfaction of the Portfolio Acquisition and Sale Requirements, the Collateral Manager may direct the Trustee to sell any Credit Improved Obligation either:

(i) at any time if (A) the Sale Proceeds from such sale are at least equal to the Principal Balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the Principal Balance thereof) of such Credit Improved Obligation or (B) after giving effect to such sale, the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) will be greater than the Reinvestment Par Balance; or

(ii) solely during the Reinvestment Period, if the Collateral Manager reasonably believes prior to such sale that either (A) after giving effect to such sale and subsequent reinvestment, the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligation) will be greater than the Reinvestment Par Balance, or (B) it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Principal Balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the Principal Balance thereof) of such Credit Improved Obligation within 20 Business Days of such sale;

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(c) Defaulted Obligations. Subject to the satisfaction of the Portfolio Acquisition and Sale Requirements, the Collateral Manager may direct the Trustee to sell any Defaulted Obligation, any Closing Date Participation Interest that was not converted into a full assignment of the related Loan within 60 days of the Closing Date, any Long Dated Obligation or any Other Exchange Asset at any time during or after the Reinvestment Period without restriction. With respect to each Defaulted Obligation that has not been sold or terminated within three years after becoming a Defaulted Obligation, the Market Value and Principal Balance of such Defaulted Obligation shall be deemed to be zero.

(d) Equity Securities. Subject to the satisfaction of the Portfolio Acquisition and Sale Requirements, the Collateral Manager may direct the Trustee to sell any Equity Security at any time without restriction, and shall (unless such Equity Security is required to be sold as set forth in clause (i) below or has been transferred to a Blocker Subsidiary as set forth in clause (j) below) use its commercially reasonable efforts to effect the sale of any Equity Security (other than an interest in a Blocker Subsidiary), regardless of price:

(i) within three years after receipt if such Equity Security is received in a Distressed Exchange; and

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

(e) Optional Redemption. After the Issuer has notified the Trustee of an Optional Redemption of the Notes in accordance with Section 9.2, the Collateral Manager shall direct the Trustee to sell (which sale may be through participation or other arrangement) all or a portion of the Collateral Obligations and any other Asset if the requirements of Article IX (including the certification requirements of Section 9.4(d)(ii), if applicable) and the Portfolio Acquisition and Sale Requirements are satisfied. If any such sale is made through participations, the Issuer shall use reasonable efforts to cause such participations to be converted to assignments within six months after the sale.

(f) Tax Redemption. After a Majority of the Subordinated Notes has directed (by a written direction delivered to the Trustee) a Tax Redemption, the Issuer (or the Collateral Manager on its behalf) may at any time effect the sale (which sale may be through participation or other arrangement) of all or a portion of the Collateral Obligations and any other Asset if the requirements of Article IX (including the certification requirements of Section 9.4(d)(ii), if applicable) and the Portfolio Acquisition and Sale Requirements are satisfied. If any such sale is made through participations, the Issuer shall use reasonable efforts to cause such participations to be converted to assignments within six months after the sale.

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(g) Discretionary Sales. During the Reinvestment Period and subject to the satisfaction of the Portfolio Acquisition and Sale Requirements, the Collateral Manager may direct the Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if (i) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 20% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be); and (ii) either:

(A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Principal Balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest expressed as a percentage of par and multiplied by the Principal Balance thereof) of such Collateral Obligation within 30 days after such sale; or

(B) after giving effect to such sale, the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) will be greater than the Reinvestment Par Balance.

(h) Mandatory Sales. Subject to the satisfaction of the Portfolio Acquisition and Sale Requirements, the Collateral Manager on behalf of the Issuer shall use its commercially reasonable efforts to effect the sale (regardless of price) of any Collateral Obligation that (i) no longer meets the criteria described in clause (vii) of the definition of “Collateral Obligation” within 18 months after the failure of such Collateral Obligation to meet any such criteria and (ii) no longer meets the criteria described in clause (vi) of the definition of “Collateral Obligation” within 45 days after the failure of such Collateral Obligation to meet either such criteria.

(i) Within five Business Days after the Issuer’s receipt thereof (or within five Business Days after such later date as such security may first be disposed of in accordance with its terms), the Issuer shall (unless such security or obligation has been transferred to a Blocker Subsidiary as set forth in clause (j) below) dispose of any Equity Security, Defaulted Obligation or security or other consideration that does not comply with clause (xxviii) of the definition of “Collateral Obligation.”

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(j) The Collateral Manager may effect the transfer to a Blocker Subsidiary of (x) any security or obligation required to be sold pursuant to clauses (d), (h) or (i) above within five Business Days after the Issuer’s receipt thereof (or within five Business Days after such later date as such security or obligation may be disposed of in accordance with its terms) or (y) any Collateral Obligation or portion thereof with respect to which the Issuer will receive a security or obligation described in subclause (x) above prior to the receipt of such security or obligation. On the Closing Date, the Issuer shall have been furnished an opinion of counsel addressed to the Issuer and the Trustee, stating that the creation of a Blocker Subsidiary, the transfer of assets to it from the Issuer and the sale of, or receipt of income from, a Blocker Subsidiary will not (A) cause the Issuer to be treated as engaged in a U.S. trade or business or otherwise to be subject to U.S. federal income tax on its net income, (B) cause the Secured Notes to be treated as exchanged for modified debt obligations for purposes of section 1.1001-3 of the U.S. Treasury Regulations or (C) alter the characterization of the Secured Notes as debt for U.S. federal income tax purposes. The Issuer shall not be required to obtain confirmation of satisfaction of the S&P Rating Condition or the Moody’s Rating Condition in connection with the incorporation of, or transfer of any security or obligation to, any Blocker Subsidiary; provided that (a) prior to the incorporation of any Blocker Subsidiary, the Collateral Manager will, on behalf of the Issuer, provide written notice thereof to S&P and Moody’s and the Issuer (or the Collateral Manager on its behalf) shall, based on consultation with appropriate counsel, deliver an Officer’s certificate to Moody’s and the Trustee certifying that since the Closing Date there has been no change in law that would affect the opinions expressed in such opinion of counsel and (b) prior to the scheduled delivery to a Blocker Subsidiary of any security or obligation, the Collateral Manager will, on behalf of the Issuer, provide written notice thereof to Moody’s. If a Blocker Subsidiary will own more than 15% of the equity interests in the issuer of an Equity Security, the Collateral Manager will, on behalf of the Issuer, provide notice to S&P at least five Business Days prior to scheduled delivery of such Equity Security (or, if not practicable, such shorter amount of time as would be practicable). The Issuer shall not be required to continue to hold in a Blocker Subsidiary (and may instead hold directly) a security that ceases to be considered an Equity Security, as determined by the Collateral Manager based on written advice of nationally recognized counsel to the effect that the Issuer can transfer such security or obligation from the Blocker Subsidiary to the Issuer and can hold such security directly without causing the Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposes. For financial accounting reporting purposes (including each monthly report prepared under this Indenture) and the Coverage Tests and the Collateral Quality Test (and, for the avoidance of doubt, not for tax purposes), the Issuer will be deemed to own an Equity Security or Collateral Obligation held by a Blocker Subsidiary rather than its interest in that Blocker Subsidiary.

Section 12.2 Purchase of Additional Collateral Obligations. Subject to the satisfaction of the conditions specified in Section 12.3, on any date during the Reinvestment Period, the Collateral Manager on behalf of the Issuer may, subject to the other requirements in this Indenture, direct the Trustee to invest (the settlement date of which may occur after the end of the Reinvestment Period) Principal Proceeds, proceeds of additional Subordinated Notes issued pursuant to Section 2.13 and 3.2, Reinvestment Amounts and Principal Financed Accrued Interest, and the Trustee shall invest such Principal Proceeds and other amounts in accordance with such direction. After the Reinvestment Period, the Collateral Manager shall not direct the Trustee to invest any amounts on behalf of the Issuer unless such direction relates to a trade entered into but not settled prior to the end of the Reinvestment Period; provided that in accordance with Section 12.2(d), Cash on deposit in any Account (other than the Payment Account and the Reinvestment Amount Account) may be invested in Eligible Investments following the Reinvestment Period.

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(a) Investment Criteria. No obligation may be purchased by the Issuer unless each of the following conditions is satisfied as of the date the Collateral Manager commits on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to:

(i) such obligation is a Collateral Obligation;

(ii) if the commitment to make such purchase occurs on or after the Closing Date, (A) each Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved and (B) if each Coverage Test is not satisfied, the Principal Proceeds received in respect of any Defaulted Obligation or the proceeds of any sale of a Defaulted Obligation pursuant to Section 12.1(c) above shall not be reinvested in additional Collateral Obligations;

(iii) (A) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (1) the Aggregate Principal Balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale, (2) the Aggregate Principal Balance of the Collateral Obligations will be maintained or increased (when compared to the Aggregate Principal Balance of the Collateral Obligations immediately prior to such sale) or (3) the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligation) will be greater than the Reinvestment Par Balance and (B) in the case of any other purchase of additional Collateral Obligations purchased with the proceeds from the sale of a Collateral Obligation, either (1) the Aggregate Principal Balance of the Collateral Obligations will be maintained or increased (when compared to the Aggregate Principal Balance of the Collateral Obligations immediately prior to such sale) or (2) the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligation) will be greater than the Reinvestment Par Balance;

(iv) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Test (except, in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to the investment;

(v) the date on which the Issuer (or the Collateral Manager on its behalf) commits to purchase such Collateral Obligation occurs during the Reinvestment Period;

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(vi) all Collateral Obligations (other than the initial Collateral Obligations and any Closing Date Participation Interest that has been converted into a full assignment of the related Loan) purchased by the Issuer from Affiliates of the Collateral Manager shall be (i) purchased within 30 days of acquisition by any such Affiliate or (ii) any asset that in the Collateral Manager’s reasonable commercial judgment has significantly improved in credit quality after it was acquired by such Affiliate; and

(vii) (A) the aggregate outstanding principal balance of all Collateral Obligations (other than the initial Collateral Obligations and any Closing Date Participation Interest that has been converted into a full assignment of the related Loan) purchased by the Issuer from Affiliates of the Collateral Manager shall not exceed 10.0% of the Initial Par Amount; provided that the purchase price of each such Collateral Obligation that has an observable quote from LoanX Mark-It Partners shall not be less than the bid side price (expressed as a percentage of par) determined by Loan-X Mark-It Partners and (B) if each such Collateral Obligation does not have an observable quote from LoanX Mark-It Partners, the aggregate outstanding principal balance of all Collateral Obligations (other than the initial Collateral Obligations and any Closing Date Participation Interest that has been converted into a full assignment of the related Loan) purchased by the Issuer from Affiliates of the Collateral Manager shall not exceed 3.0% of the Initial Par Amount; provided that the purchase price shall not be less than the bid side price (expressed as a percentage of par) determined by any other secondary loan market dealers active in the trading of such Collateral Obligation or obligations or securities similar thereto or pricing services; provided, further, that if the purchase price cannot be obtained by the Collateral Manager exercising reasonable efforts pursuant to the means contemplated above in this clause (vii), the purchase price shall be the bid side price (expressed as a percentage of par) as reasonably determined by the Collateral Manager consistent with the Collateral Manager Standard and certified by the Collateral Manager to the Trustee, which price has been confirmed by an Approved Valuation Firm prior to such purchase.

(b) Trading Plan Period. For purposes of calculating compliance with the Investment Criteria, at the election of the Collateral Manager in its sole discretion, any proposed investment (whether a single Collateral Obligation or a group of Collateral Obligations identified by the Collateral Manager as such at the time when compliance with the Investment Criteria is required to be calculated (a “Trading Plan”)) may be evaluated after giving effect to all sales and reinvestments proposed to be entered into within the three Business Days following the date of determination of such compliance (such period, the “Trading Plan Period”); provided that (w) no Trading Plan may result in the purchase of Collateral Obligations having an Aggregate Principal Balance that exceeds 5% of the Collateral Principal Amount as of the first day of the Trading Plan Period, (x) no Trading Plan Period may include a Payment Date, (y) no more than one Trading Plan may be in effect at any time during a Trading Plan Period and (z) if the Investment Criteria are satisfied prospectively after giving effect to a Trading Plan but are not satisfied upon the expiry of the related Trading Plan Period, the Investment Criteria shall not at any time thereafter be evaluated by giving effect to a Trading Plan.

(c) Certification by Collateral Manager. Not later than the Subsequent Delivery Date for any Collateral Obligation purchased in accordance with this Section 12.2, the Collateral Manager shall deliver by e-mail or other electronic transmission to the Trustee and the Collateral Administrator an Officer’s certificate of the Collateral Manager certifying that such purchase complies with this Section 12.2 and Section 12.3.

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(d) Investment in Eligible Investments. Cash on deposit in any Account (other than the Payment Account and the Reinvestment Amount Account) may be invested at any time in Eligible Investments in accordance with Article X.

Section 12.3 Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article XII or in connection with the acquisition of additional Collateral Obligations shall be conducted on an arm’s length basis and, if effected with a Person Affiliated with the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. The Issuer and each Holder consents and agrees that, if any transaction involving the Issuer shall be subject to the disclosure and consent requirements of Section 206(3) of the Investment Advisers Act, such requirements shall be satisfied with respect to the Issuer and all securityholders thereof if disclosure shall be given to, and consent obtained from, the Independent Review Party.

(b) Upon any acquisition of a Collateral Obligation pursuant to this Article XII, all of the Issuer’s right, title and interest to the Asset or Assets shall be Granted to the Trustee pursuant to this Indenture, such Asset or Assets shall be Delivered to the Custodian, and, if applicable, the Custodian shall receive such Asset or Assets. The Trustee shall also receive, not later than the Subsequent Delivery Date, an Officer’s certificate of the Issuer containing the statements set forth in Section 3.1(viii); provided that such requirement shall be satisfied, and such statements shall be deemed to have been made by the Issuer, in respect of such acquisition by the delivery to the Trustee of a trade ticket in respect thereof that is signed by an Authorized Officer of the Collateral Manager.

(c) Notwithstanding anything contained in this Article XII or Article V to the contrary, the Issuer shall have the right to effect any sale of any Asset or purchase of any Collateral Obligation (x) that has been consented to by Noteholders evidencing at least (i) with respect to purchases during the Reinvestment Period and sales during or after the Reinvestment Period, 75% of the Aggregate Outstanding Amount of each Class of Notes and (ii) with respect to purchases after the Reinvestment Period, 100% of the Aggregate Outstanding Amount of each Class of Notes and (y) of which each Rating Agency and the Trustee has been notified.

(d) Any acquisition or disposition of any Collateral Obligation shall satisfy the Portfolio Acquisition and Sale Requirements; provided that nothing in the Portfolio Acquisition and Sale Requirements shall obligate the Issuer (or the Collateral Manager on behalf of the Issuer) to request, or either Rating Agency to provide, satisfaction of the Moody’s Rating Condition or the S&P Rating Condition in connection with the acquisition or disposition of any Collateral Obligation hereunder.

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ARTICLE XIII

NOTEHOLDERS’ RELATIONS

Section 13.1 Subordination. (a) Anything in this Indenture or the Notes to the contrary notwithstanding, the Holders of each Class of Notes that constitute a Junior Class agree for the benefit of the Holders of the Notes of each Priority Class with respect to such Junior Class that such Junior Class shall be subordinate and junior to the Notes of each such Priority Class to the extent and in the manner set forth in this Indenture.

(b) If contrary to the provisions of this Indenture any Holder of Notes of any Junior Class shall have received any payment or distribution in respect of such Notes, then, unless and until each Priority Class with respect thereto shall have been paid in full in Cash or, to the extent a Majority of such Priority Class consents, other than in Cash in accordance with this Indenture, such payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the Trustee, which shall pay and deliver the same to the Holders of the applicable Priority Class(es) in accordance with this Indenture; provided that if any such payment or distribution is made other than in Cash, it shall be held by the Trustee as part of the Assets and subject in all respects to the provisions of this Indenture, including this Section 13.1.

(c) Each Holder of Notes of any Junior Class agrees with all Holders of the applicable Priority Classes that such Holder of Junior Class Notes shall not demand, accept, or receive any payment or distribution in respect of such Notes in violation of the provisions of this Indenture including, without limitation, this Section 13.1; provided that after a Priority Class has been paid in full, the Holders of the related Junior Class or Classes shall be fully subrogated to the rights of the Holders of such Priority Class. Nothing in this Section 13.1 shall affect the obligation of the Issuer to pay Holders of any Junior Class of Notes.

(d) The Holders of each Class of Notes and the Beneficial Owners of each Class of Notes agree, for the benefit of all Holders and Beneficial Owners of each Class of Notes, not to cause the filing of a petition in bankruptcy against the Issuer until the payment in full of all Notes and the expiration of a period equal to one year and one day or, if longer, the applicable preference period then in effect plus one day, following such payment in full.

Section 13.2 Standard of Conduct. In exercising any of its or their voting rights, rights to direct and consent or any other rights as a Holder under this Indenture, a Holder or Holders shall not have any obligation or duty to any Person or to consider or take into account the interests of any Person and shall not be liable to any Person for any action taken by it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits or adversely affects any Holder, the Issuer, or any other Person, except for any liability to which such Holder may be subject to the extent the same results from such Holder’s taking or directing an action, or failing to take or direct an action, in bad faith or in violation of the express terms of this Indenture.

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ARTICLE XIV

MISCELLANEOUS

Section 14.1 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Officer of the Issuer or the Collateral Manager may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel (provided that such counsel is a nationally or internationally recognized and reputable law firm, one or more of the partners of which are admitted to practice before the highest court of any State of the United States or the District of Columbia, which law firm may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer), unless such Officer knows, or should know that the certificate or opinion or representations with respect to the matters upon which such certificate or opinion is based are erroneous. Any such certificate of an Officer of the Issuer or the Collateral Manager or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Collateral Manager or any other Person, stating that the information with respect to such factual matters is in the possession of the Issuer, the Collateral Manager or such other Person, unless such Officer of the Issuer or the Collateral Manager or such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer of the Collateral Manager or the Issuer, stating that the information with respect to such matters is in the possession of the Collateral Manager or the Issuer, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture it is provided that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent to the taking of any action by the Trustee at the request or direction of the Issuer, then notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s right to make such request or direction, the Trustee shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such Default or Event of Default as provided in Section 6.1(d).

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Section 14.2 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” or the “Act of Holders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 14.2.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee deems sufficient.

(c) The principal amount or face amount, as the case may be, and registered numbers of Notes held by any Person, and the date of such Person’s holding the same, shall be proved by the Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder (and any transferee thereof) of such and of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 14.3 Notices, etc., to Trustee, the Issuer, the Collateral Manager, Deutsche Bank Securities, the Collateral Administrator, the Paying Agent and each Rating Agency. (a) Any request, demand, authorization, direction, instruction, order, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given, e-mailed or furnished to, or filed with:

(i) the Trustee shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery, by electronic mail, or by facsimile in legible form, to the Trustee addressed to it at its applicable Corporate Trust Office, or at any other address previously furnished in writing to the other parties hereto by the Trustee, and executed by an Authorized Officer of the entity sending such request, demand, authorization, direction, instruction, order, notice, consent, waiver or other document; provided that any demand, authorization, direction, instruction, order, notice, consent, waiver or other document sent to Deutsche Bank Trust Company Americas (in any capacity hereunder) will be deemed effective only upon receipt thereof by Deutsche Bank Trust Company Americas;

(ii) the Issuer shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Issuer addressed to it at c/o Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, DE 19711, Attention: Don Puglisi, Facsimile No. (302) 738-7210 or at any other address previously furnished in writing to the other parties hereto by the Issuer with a copy to the Collateral Manager at its address below;

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(iii) the Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at 1350 Avenue of the Americas, Suite 905, New York, New York 10019, Attention: Rob Feeney, Facsimile No. (212) 372-9525 or at any other address previously furnished in writing to the parties hereto;

(iv) Deutsche Bank Securities shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by telecopy in legible form, addressed to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Global Markets, Facsimile No. (212) 553-2486 or at any other address previously furnished in writing to the Issuer and the Trustee by Deutsche Bank Securities;

(v) the Collateral Administrator shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Administrator at Deutsche Bank Trust Company Americas, 1761 East St. Andrew Place, Santa Ana, California, 92705, Attention: Structured Credit Services – Garrison Funding 2010-1 LLC, Facsimile No. (714) 656-2568, or at any other address previously furnished in writing to the parties hereto;

(vi) the Rating Agencies shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service to each Rating Agency addressed to it at Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York, 10007, Attention: CBO/CLO Monitoring or by email to cdomonitoring@moodys.com and Standard & Poor’s, 55 Water Street, 41st Floor, New York, New York 10041-0003 or by facsimile in legible form to Facsimile No. (212) 438 2655, Attention: Asset Backed-CBO/CLO Surveillance or by e-mail to CDO_Surveillance@sandp.com; provided that in respect of any application for a ratings estimate by S&P in respect of a Collateral Obligation, Information must be submitted to credit_estimates@sandp.com; and

(vii) the Irish Paying Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible form, to the Irish Paying Agent addressed to it at any address previously furnished in writing to the other parties hereto by the Irish Paying Agent.

(b) If any provision in this Indenture calls for any notice or document to be delivered simultaneously to the Trustee and any other person or entity, the Trustee’s receipt of such notice or document shall entitle the Trustee to assume that such notice or document was delivered to such other person or entity unless otherwise expressly specified herein.

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(c) Notwithstanding any provision to the contrary contained herein or in any agreement or document related thereto, any report, statement or other information required to be provided by the Issuer or the Trustee (except information required to be provided to the Irish Stock Exchange) may be provided by providing access to a website containing such information.

Section 14.4 Notices to Holders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event,

(a) such notice shall be sufficiently given to Holders if in writing and mailed, first class postage prepaid (or, in the case of Holders of Global Secured Notes, e-mailed to DTC), to each Holder affected by such event, at the address of such Holder as it appears in the Register, not earlier than the earliest date and not later than the latest date, prescribed for the giving of such notice; and

(b) such notice shall be in the English language.

Such notices will be deemed to have been given on the date of such mailing.

Notwithstanding clause (a) above, a Holder may give the Trustee a written notice that it is requesting that notices to it be given by electronic mail or by facsimile transmissions and stating the electronic mail address or facsimile number for such transmission. Thereafter, the Trustee shall give notices to such Holder by electronic mail or facsimile transmission, as so requested; provided that if such notice also expressly requests that notices be given by mail, then such notice shall also be given by mail in accordance with clause (a) above.

Subject to the requirements of Section 14.15, the Trustee will deliver to the Holders any information or notice relating to this Indenture requested to be so delivered by at least 25% of the Holders of any Class of Notes (by Aggregate Outstanding Amount), at the expense of the Issuer; provided that the Trustee may decline to send any such notice that it reasonably determines to be contrary to (i) any of the terms of this Indenture, (ii) any duty or obligation that the Trustee may have hereunder or (iii) applicable law. The Trustee may require the requesting Holders to comply with its standard verification policies in order to confirm Noteholder status.

Neither the failure to mail any notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. In case by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity or by reason of any other cause it shall be impracticable to give such notice by mail of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then such notification to Holders as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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Section 14.5 Effect of Headings and Table of Contents.

The Article and Section headings herein (including those used in cross-references herein) and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 14.6 Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 14.7 Severability. If any term, provision, covenant or condition of this Indenture or the Notes, or the application thereof to any party hereto or any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any relevant jurisdiction), the remaining terms, provisions, covenants and conditions of this Indenture or the Notes, modified by the deletion of the unenforceable, invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity, or illegality will not otherwise affect the enforceability, validity or legality of the remaining terms, provisions, covenants and conditions of this Indenture or the Notes, as the case may be, so long as this Indenture or the Notes, as the case may be, as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the deletion of such portion of this Indenture or the Notes, as the case may be, will not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

Section 14.8 Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Collateral Manager, the Collateral Administrator, the Holders of the Notes and (to the extent provided herein) and the other Secured Parties any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 14.9 Legal Holidays. If the date of any Payment Date, Redemption Date or Stated Maturity shall not be a Business Day, then notwithstanding any other provision of the Notes or this Indenture, payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of any such Payment Date, Redemption Date or Stated Maturity date, as the case may be, and except as provided in the definition of “Interest Accrual Period”, no interest shall accrue on such payment for the period from and after any such nominal date.

Section 14.10 Governing Law. This Indenture shall be construed in accordance with, and this Indenture and any matters arising out of or relating in any way whatsoever to this Indenture (whether in contract, tort or otherwise), shall be governed by, the law of the State of New York.

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Section 14.11 Submission to Jurisdiction. With respect to any suit, action or proceedings relating to this Indenture or any matter between the parties arising under or in connection with this Indenture (“Proceedings”), each party irrevocably: (i) submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate court from any thereof; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Indenture precludes any of the parties from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

Section 14.12 WAIVER OF JURY TRIAL. EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Indenture by, among other things, the mutual waivers and certifications in this paragraph.

Section 14.13 Counterparts. This Indenture (and each amendment, modification and waiver in respect of it) and the Notes may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original, and all of which together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Indenture by e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Indenture.

Section 14.14 Acts of Issuer. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or performed by the Issuer shall be effective if given or performed by the Issuer or by the Collateral Manager on the Issuer’s behalf.

Notwithstanding anything herein to the contrary, with respect to any request, demand, authorization, direction, notice, consent or waiver to be given to a Rating Agency by the Issuer (including under Sections 2.13(v), 6.12, 7.7, 7.14, 7.19, 10.6, 10.8, 10.9 and 12.1(j)) the Issuer shall instead provide such document or notification to the Collateral Manager, and the Collateral Manager shall then provide such document or notification to the applicable Rating Agencies.

The Issuer agrees to coordinate with the Collateral Manager with respect to any communication to a Rating Agency and to comply with the provisions of this Section and Section 14.16, unless otherwise agreed to in writing by the Collateral Manager.

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Section 14.15 Confidential Information. (a) The Trustee, the Collateral Administrator and each Holder of Notes will maintain the confidentiality of all Confidential Information in accordance with procedures adopted by the Issuer or such Holder in good faith to protect Confidential Information of third parties delivered to such Person; provided that such Person may deliver or disclose Confidential Information to: (i) such Person’s directors, trustees, officers, employees, agents, attorneys and affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14.15 and to the extent such disclosure is reasonably required for the administration of this Indenture, the matters contemplated hereby or the investment represented by the Notes; (ii) such Person’s legal advisors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14.15 and to the extent such disclosure is reasonably required for the administration of this Indenture, the matters contemplated hereby or the investment represented by the Notes; (iii) any other Holder, or any of the other parties to this Indenture, the Collateral Management Agreement or the Collateral Administration Agreement; (iv) any Person of the type that would be, to such Person’s knowledge, permitted to acquire Notes in accordance with the requirements of Section 2.5 hereof to which such Person sells or offers to sell any such Note or any part thereof (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14.15); (v) any other Person from which such former Person offers to purchase any security of the Issuer (if such other Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14.15); (vi) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such Person; (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about the investment portfolio of such Person, reinsurers and liquidity and credit providers that agree to hold confidential the Confidential Information substantially in accordance with this Section 14.15; (viii) Moody’s or S&P (subject to Section 14.16 and, with respect to the Collateral Administrator, Section 24 of the Collateral Administration Agreement); (ix) any other Person with the consent of the Issuer and the Collateral Manager; or (x) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation or order applicable to such Person, (B) in response to any subpoena or other legal process upon prior notice to the Issuer (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice to the Issuer (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law) or (D) if an Event of Default has occurred and is continuing, to the extent such Person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes or this Indenture or (E) in the Trustee’s or Collateral Administrator’s performance of its obligations under this Indenture, the Collateral Administration Agreement or other transaction document related thereto; and provided that delivery to Holders by the Trustee or the Collateral Administrator of any report of information required by the terms of this Indenture to be provided to Holders shall not be a violation of this Section 14.15. Each Holder of Notes agrees, except as set forth in clauses (vi), (vii) and (x) above, that it shall use the Confidential Information for the sole purpose of making an investment in the Notes or administering its investment in the Notes; and that the Trustee and the Collateral Administrator shall neither be required nor authorized to disclose to Holders any Confidential Information in violation of this Section 14.15. In the event of any required disclosure of the Confidential Information by such Holder, such Holder agrees to use reasonable efforts to protect the confidentiality of the Confidential Information. Each Holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.15 (subject to Section 7.17(e)).

177

(b) For the purposes of this Section 14.15, “Confidential Information” means information delivered to the Trustee, the Collateral Administrator or any Holder of Notes by or on behalf of the Issuer in connection with and relating to the transactions contemplated by or otherwise pursuant to this Indenture; provided that such term does not include information that: (i) was publicly known or otherwise known to the Trustee, the Collateral Administrator or such Holder prior to the time of such disclosure; (ii) subsequently becomes publicly known through no act or omission by the Trustee, the Collateral Administrator, any Holder or any person acting on behalf of the Trustee, the Collateral Administrator or any Holder; (iii) otherwise is known or becomes known to the Trustee, the Collateral Administrator or any Holder other than (x) through disclosure by the Issuer or (y) to the knowledge of the Trustee, the Collateral Administrator or a Holder, as the case may be, in each case after reasonable inquiry, as a result of the breach of a fiduciary duty to the Issuer or a contractual duty to the Issuer; or (iv) is allowed to be treated as non-confidential by consent of the Issuer.

(c) Notwithstanding the foregoing, the Trustee and the Collateral Administrator may disclose Confidential Information to the extent disclosure thereof may be required by law or by any regulatory or governmental authority and the Trustee and the Collateral Administrator may disclose on a confidential basis any Confidential Information to its agents, attorneys and auditors in connection with the performance of its responsibilities hereunder.

Section 14.16 Communications with Rating Agencies. If the Issuer or the Trustee shall receive any written or oral communication from any Rating Agency (or any of their respective officers, directors or employees) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, each of the Issuer and the Trustee agree to refrain from communicating with such Rating Agency and to promptly (and, in any event, within one Business Day) notify the Collateral Manager of such communication. Each of the Issuer and the Trustee agree to coordinate with the Collateral Manager with respect to any communication to a Rating Agency and further agree that in no event shall it engage in any oral communication with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes with any Rating Agency (or any of their respective officers, directors or employees) without the participation of the Collateral Manager, unless otherwise agreed to in writing by the Collateral Manager.

ARTICLE XV

ASSIGNMENT OF CERTAIN AGREEMENTS

Section 15.1 Assignment of Collateral Management Agreement. (a) The Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includes all of the Issuer’s estate, right, title and interest in, to and under the Collateral Management Agreement, including (i) the right to give all notices, consents and releases thereunder, (ii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Collateral Manager thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided that notwithstanding anything herein to the contrary, the Trustee shall not have the authority to exercise any of the rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or waived.

178

(b) The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Issuer under the provisions of the Collateral Management Agreement, nor shall any of the obligations contained in the Collateral Management Agreement be imposed on the Trustee.

(c) Upon the retirement of the Notes, the payment of all amounts required to be paid pursuant to the Priority of Payments and the release of the Assets from the lien of this Indenture, this assignment and all rights herein assigned to the Trustee for the benefit of the Secured Parties shall cease and terminate and all the estate, right, title and interest of the Trustee in, to and under the Collateral Management Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion.

(d) The Issuer represents that the Issuer has not executed any other assignment of the Collateral Management Agreement.

(e) The Issuer agrees that this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer will, from time to time, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as may be necessary to continue and maintain the effectiveness of such assignment.

(f) The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral Manager in the Collateral Management Agreement, to the following:

(i) The Collateral Manager shall consent to the provisions of this assignment and agree to perform any provisions of this Indenture applicable to the Collateral Manager subject to the terms (including the standard of care set forth in the Collateral Management Agreement) of the Collateral Management Agreement.

(ii) The Collateral Manager shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the Collateral Management Agreement to the Trustee as representative of the Secured Parties and the Collateral Manager shall agree that all of the representations, covenants and agreements made by the Collateral Manager in the Collateral Management Agreement are also for the benefit of the Trustee.

(iii) The Collateral Manager shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by the Collateral Manager to the Issuer pursuant to the Collateral Management Agreement.

(iv) Neither the Issuer nor the Collateral Manager will enter into any agreement amending, modifying or terminating the Collateral Management Agreement other than an amendment to (x) correct inconsistencies, typographical or other errors, defects or ambiguities or (y) conform the Collateral Management Agreement to the final Offering Circular with respect to the Notes or to this Indenture (as it may be amended from time to time pursuant to Article VIII) without the consent of a Majority of the Controlling Class and without satisfaction of the Global Rating Agency Condition.

179

(v) Except as otherwise set forth herein and therein (including pursuant to Section 9 of the Collateral Management Agreement), the Collateral Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement notwithstanding that the Collateral Manager shall not have received amounts due it under the Collateral Management Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments set forth under Section 11.1. The Collateral Manager agrees not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment of the fees or other amounts payable by the Issuer to the Collateral Manager under the Collateral Management Agreement until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period then in effect plus one day, following such payment. Nothing in this Section 15.1 shall preclude, or be deemed to stop, the Collateral Manager (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Collateral Manager, or (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.

(vi) Except with respect to transactions contemplated by Section 5 of the Collateral Management Agreement, if the Collateral Manager determines that it or any of its Affiliates has a conflict of interest between the Holder of any Note and any other account or portfolio for which the Collateral Manager or any of its Affiliates is serving as investment adviser which relates to any action to be taken with respect to any Asset, then the Collateral Manager will give written notice to the Trustee, who shall promptly forward such notice to the relevant Holder, briefly describing such conflict and the action it proposes to take. The provisions of this clause (vi) shall not apply to any transaction permitted by the terms of the Collateral Management Agreement.

(vii) On each Measurement Date on which the S&P CDO Monitor Test is used, the Collateral Manager on behalf of the Issuer will measure compliance under such test.

(g) The Issuer and the Trustee agree that the Collateral Manager shall be a third party beneficiary of this Indenture, and shall be entitled to rely upon and enforce such provisions of this Indenture to the same extent as if it were a party hereto.

[Signature Pages Follow]

180

IN WITNESS WHEREOF, we have set out hands as of the day and year first written above.

GARRISON FUNDING 2010-1 LLC,
as Issuer

By	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Independent Manager

Garrison Funding 2010-1 LLC

Indenture

DEUTSEHE BANK TRUST COMPANY AMERICAS,
as Trustee

By	/s/ Vincent Pham
	Name:	Vincent Pham
	Title:	Assistant Vice President


By	/s/ Alice Carter
	Name:	Alice Carter
	Title	Authorized Signer

Garrison Funding 2010-1 LLC

Indenture

Issuer	Facility Description	Principal Balance		Spread			Maturity	Moody's Obligation Rating	S&P Rating
Obligor 1	Term Loan	$	927,244		5.00	%	1-Mar-13	***	***
Obligor 2	Term Loan	$	5,775,000		5.50	%	19-Oct-13	B1	B-
Obligor 3	Term Loan	$	1,000,000		4.50	%	30-Sep-16	B1	B
Obligor 4	Tranche B Term Loan	$	3,250,000		5.00	%	17-Sep-16	***	***
Obligor 5	Term Loan	$	6,000,000		5.50	%	20-Sep-15	***	***
Obligor 6	Term Loan (First Lien)	$	3,554,759		2.75	%	30-Mar-13	***	***
Obligor 7	2nd Lien Term Loan	$	2,686,342		6.00	%	15-Jan-15	***	***
Obligor 8	Tranche B Term Loan	$	5,984,962		4.50	%	7-May-16	Ba3	B
Obligor 9	Term Loan	$	6,000,000		4.50	%	7-Oct-16	Ba3	B+
Obligor 10	Term Loan (First Lien)	$	5,425,448		4.50	%	29-Jun-13	***	***
Obligor 11	Term Loan A	$	2,997,554		4.25	%	27-Jun-14	***	***
Obligor 11	Term Loan B	$	636,524		6.00	%	27-Jun-14	***	***
Obligor 12	Term Loan	$	1,000,000		4.50	%	24-Jun-14	B1	BB-
Obligor 13	Term Loan	$	4,894,737		5.25	%	21-Jun-15	***	***
Obligor 14	Term Loan	$	3,244,000		2.75	%	28-Feb-13	B2	B
Obligor 15	Term Loan	$	8,725,126		2.25	%	3-Jul-14	B2	B+
Obligor 16	Term Loan	$	3,990,850		5.50	%	29-Jun-12	***	***
Obligor 17	Term A Loan	$	2,140,727		2.75	%	31-May-13	***	***
Obligor 18	Term Advance	$	4,409,411		4.25	%	30-Jan-15	B1	B+
Obligor 19	Term Loan	$	4,000,000		4.75	%	30-Sep-16	B1	B+
Obligor 20	Canadian Term Loan (First Lien)	$	1,720,430		2.75	%	3-Jul-14	***	***
Obligor 20	US Term Loan (First Lien)	$	3,025,516		2.75	%	3-Jul-14	***	***
Obligor 21	Term Loan	$	1,492,541		7.00	%	14-Jun-14	B3	B-
Obligor 22	Initial Term Loan	$	3,094,320		4.00	%	2-Jul-13	***	***
Obligor 23	Term Loan B	$	1,814,383		5.00	%	15-Jun-11	***	***
Obligor 24	Term Loan	$	3,368,750		5.50	%	23-Mar-15	***	***
Obligor 25	Tranche B Term Loan	$	1,000,000		5.00	%	6-Oct-15	B1	B
Obligor 26	Term Loan	$	1,000,000		4.00	%	1-Nov-16	B1	B+
Obligor 27	Initial Term Loan	$	4,385,714		5.75	%	18-Dec-15	B1	B+
Obligor 28	Term Loan	$	3,024,896		7.50	%	31-Jan-13	***	***
Obligor 29	Term Loan	$	6,083,575		2.00	%	31-May-13	B1	B
Obligor 30	Term Loan	$	3,000,000		5.00	%	1-Oct-16	B1	B
Obligor 31	Term Loan (First Lien)	$	6,937,500		5.00	%	2-Jun-16	B1	B
Obligor 32	Term Loan	$	4,850,000		2.75	%	31-Jul-13	B2	B+
Obligor 33	Term Loan	$	6,897,123		5.00	%	5-Jul-13	***	***
Obligor 34	Term Loan	$	2,493,750		5.00	%	29-Jan-17	Ba3	B
Obligor 35	US Term Loan	$	5,334,421		5.50	%	8-Aug-14	B1	B-
Obligor 36	Term Loan-A	$	1,847,082		4.50	%	16-Apr-13	***	***
Obligor 37	Term Loan (First Lien)	$	2,660,873		4.00	%	21-Dec-12	***	***
Obligor 38	Term Loan	$	5,000,000		6.00	%	21-Oct-16	B1	B+
Obligor 39	Term Loan B	$	3,000,000		2.25	%	3-Nov-13	Ba1	B

Obligor 40	Term Loan (First Lien)	$	7,735,000	3.25	%	3-May-12	***	***
Obligor 41	Term Loan	$	2,261,440	6.00	%	10-Jun-13	***	***
Obligor 42	Term Loan B	$	2,000,000	4.50	%	1-Oct-17	Ba3	B+
Obligor 43	Initial Term Loan (First Lien)	$	6,344,372	2.25	%	7-Mar-14	B1	B
Obligor 44	Initial Term Loan	$	4,875,000	7.00	%	29-Jul-15	B1	B
Obligor 44	Initial Term Loan	$	4,000,000	7.00	%	29-Jul-15	B1	B
Obligor 45	Term Loan	$	3,531,818	3.00	%	31-Jul-12	***	***
Obligor 46	Term Loan	$	1,990,000	5.50	%	8-Apr-16	Ba3	B-
Obligor 47	Term Loan	$	4,305,556	5.00	%	25-Jun-15	***	***
Obligor 48	Term Loan B	$	9,000,000	5.00	%	5-Oct-16	***	***
Obligor 49	Term Loan	$	5,000,000	5.75	%	13-Sep-16	***	***
Obligor 50	Term Loan	$	4,588,259	5.25	%	28-Jun-13	***	***
Obligor 50	Term Loan (Second Lien)	$	1,000,000	9.75	%	31-Dec-13	***	***
Obligor 51	Tranche D Term Loan	$	997,500	4.25	%	2-Apr-14	Ba3	B
Obligor 52	US Term Loan A	$	1,925,000	5.75	%	31-Mar-15	***	***
Obligor 53	Term Loan	$	2,925,000	5.25	%	7-Dec-14	***	***
Obligor 54	Term Loan B	$	2,992,500	4.25	%	4-Jun-16	B2	B+
Obligor 55	Term Loan	$	5,000,000	6.00	%	22-Mar-16	B1	B
Obligor 56	Term Loan	$	3,493,846	3.75	%	7-May-13	***	***
Obligor 57	Term Loan A	$	8,000,000	6.00	%	29-Dec-14	***	***
Obligor 58	Term Loan (First Lien)	$	4,408,216	6.50	%	22-Jun-13	***	***
Obligor 59	Term Loan	$	2,175,918	6.00	%	31-Aug-13	***	***
Obligor 60	Term Loan	$	6,000,000	1.50	%	16-Apr-13	Baa3	BBB-
Obligor 61	Term Loan	$	5,000,000	5.00	%	4-Aug-16	B1	B
Obligor 62	Term B Loan	$	2,344,414	7.50	%	31-Mar-11	***	***
Obligor 63	Term B Loan	$	7,211,931	3.00	%	27-Jul-14	***	***
Obligor 64	Term Loan A	$	1,361,905	6.75	%	31-Dec-12	***	***
Obligor 65	Term Loan	$	7,000,000	5.50	%	23-Aug-16	B1	B
Obligor 66	Term Loan	$	4,937,500	5.50	%	31-Mar-15	***	***
Obligor 67	Initial Term Loan	$	4,196,923	4.00	%	18-Nov-15	Ba3	BB-
Obligor 67	Series 1 New Term Loan	$	676,900	4.00	%	18-Nov-15	Ba3	BB-
Obligor 68	Term Loan	$	500,000	4.50	%	23-Mar-17	Ba3	B+
Obligor 69	Term Loan	$	5,000,000	5.25	%	26-Jun-15	***	***
Obligor 70	Term Loan	$	1,995,000	4.00	%	13-May-15	***	***
Obligor 71	Term Loan	$	995,000	7.25	%	17-Aug-15	B2	B-
Obligor 72	Term Loan	$	6,825,000	6.00	%	23-Jul-16	B1	B
Obligor 73	Term Loan A	$	2,000,000	8.00	%	16-Sep-15	B3	B
Obligor 73	Term Loan B	$	7,000,000	8.50	%	16-Sep-16	B3	B

Schedule 2

Moody’s Industry Classification Group List

CORP - Aerospace & Defense

CORP - Automotive

CORP - Banking, Finance, Insurance & Real Estate

CORP - Beverage, Food & Tobacco

CORP - Capital Equipment

CORP - Chemicals, Plastics, & Rubber

CORP - Construction & Building

CORP - Consumer goods: Durable

CORP - Consumer goods: Non-durable

CORP - Containers, Packaging & Glass

CORP - Energy: Electricity

CORP - Energy: Oil & Gas

CORP - Environmental Industries

CORP - Forest Products & Paper

CORP - Healthcare & Pharmaceuticals

CORP - High Tech Industries

CORP - Hotel, Gaming & Leisure

CORP - Media: Advertising, Printing & Publishing

CORP - Media: Broadcasting & Subscription

CORP - Media: Diversified & Production

CORP - Metals & Mining

CORP - Retail

CORP - Services: Business

CORP - Services: Consumer

S-2-1

CORP - Sovereign & Public Finance

CORP - Telecommunications

CORP - Transportation: Cargo

CORP - Transportation: Consumer

CORP - Utilities: Electric

CORP - Utilities: Oil & Gas

CORP - Utilities: Water

CORP - Wholesale

Schedule 3

S&P Industry Classifications

Asset		Asset
Code		Description

1		Aerospace & Defense

2		Air transport

3		Automotive

4		Beverage & Tobacco

5		Radio & Television

6

7		Building & Development

8		Business equipment & services

9		Cable & satellite television

10		Chemicals & plastics

11		Clothing/textiles

12		Conglomerates

13		Containers & glass products

14		Cosmetics/toiletries

15		Drugs

16		Ecological services & equipment

17		Electronics/electrical

18		Equipment leasing

19		Farming/agriculture

20		Financial intermediaries

21		Food/drug retailers

22		Food products

23		Food service

24		Forest products

25		Health care

26		Home furnishings

27		Lodging & casinos

S-3-1

28		Industrial equipment

29

30		Leisure goods/activities/movies

31		Nonferrous metals/minerals

32		Oil & gas

33		Publishing

34		Rail industries

35		Retailers (except food & drug)

36		Steel

37		Surface transport

38		Telecommunications

39		Utilities

43		Life Insurance

44		Health Insurance

45		Property & Casualty Insurance

46		Diversified Insurance

Schedule 4

Diversity Score Calculation

The Diversity Score is calculated as follows:

(a)

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

(b)

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

(c)

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

(d)

An “Aggregate Industry Equivalent Unit Score” is then calculated for each of the Moody’s industry classification groups, shown on Schedule 2, and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry classification group.

(e)

An “Industry Diversity Score” is then established for each Moody’s industry classification group, shown on Schedule 2, by reference to the following table for the related Aggregate Industry Equivalent Unit Score; provided that if any Aggregate Industry Equivalent Unit Score falls between any two such scores, the applicable Industry Diversity Score will be the lower of the two Industry Diversity Scores:

Aggregate				Aggregate				Aggregate				Aggregate
Industry		Industry		Industry		Industry		Industry		Industry		Industry		Industry
Equivalent		Diversity		Equivalent		Diversity		Equivalent		Diversity		Equivalent		Diversity
Unit Score		Score		Unit Score		Score		Unit Score		Score		Unit Score		Score

	0.0000		0.0000		5.0500		2.7000		10.1500		4.0200		15.2500		4.5300
	0.0500		0.1000		5.1500		2.7333		10.2500		4.0300		15.3500		4.5400
	0.1500		0.2000		5.2500		2.7667		10.3500		4.0400		15.4500		4.5500
	0.2500		0.3000		5.3500		2.8000		10.4500		4.0500		15.5500		4.5600
	0.3500		0.4000		5.4500		2.8333		10.5500		4.0600		15.6500		4.5700
	0.4500		0.5000		5.5500		2.8667		10.6500		4.0700		15.7500		4.5800
	0.5500		0.6000		5.6500		2.9000		10.7500		4.0800		15.8500		4.5900
	0.6500		0.7000		5.7500		2.9333		10.8500		4.0900		15.9500		4.6000
	0.7500		0.8000		5.8500		2.9667		10.9500		4.1000		16.0500		4.6100
	0.8500		0.9000		5.9500		3.0000		11.0500		4.1100		16.1500		4.6200
	0.9500		1.0000		6.0500		3.0250		11.1500		4.1200		16.2500		4.6300
	1.0500		1.0500		6.1500		3.0500		11.2500		4.1300		16.3500		4.6400
	1.1500		1.1000		6.2500		3.0750		11.3500		4.1400		16.4500		4.6500
	1.2500		1.1500		6.3500		3.1000		11.4500		4.1500		16.5500		4.6600
	1.3500		1.2000		6.4500		3.1250		11.5500		4.1600		16.6500		4.6700
	1.4500		1.2500		6.5500		3.1500		11.6500		4.1700		16.7500		4.6800
	1.5500		1.3000		6.6500		3.1750		11.7500		4.1800		16.8500		4.6900

S-4-1

Aggregate				Aggregate				Aggregate				Aggregate
Industry		Industry		Industry		Industry		Industry		Industry		Industry		Industry
Equivalent		Diversity		Equivalent		Diversity		Equivalent		Diversity		Equivalent		Diversity
Unit Score		Score		Unit Score		Score		Unit Score		Score		Unit Score		Score

	1.6500		1.3500		6.7500		3.2000		11.8500		4.1900		16.9500		4.7000
	1.7500		1.4000		6.8500		3.2250		11.9500		4.2000		17.0500		4.7100
	1.8500		1.4500		6.9500		3.2500		12.0500		4.2100		17.1500		4.7200
	1.9500		1.5000		7.0500		3.2750		12.1500		4.2200		17.2500		4.7300
	2.0500		1.5500		7.1500		3.3000		12.2500		4.2300		17.3500		4.7400
	2.1500		1.6000		7.2500		3.3250		12.3500		4.2400		17.4500		4.7500
	2.2500		1.6500		7.3500		3.3500		12.4500		4.2500		17.5500		4.7600
	2.3500		1.7000		7.4500		3.3750		12.5500		4.2600		17.6500		4.7700
	2.4500		1.7500		7.5500		3.4000		12.6500		4.2700		17.7500		4.7800
	2.5500		1.8000		7.6500		3.4250		12.7500		4.2800		17.8500		4.7900
	2.6500		1.8500		7.7500		3.4500		12.8500		4.2900		17.9500		4.8000
	2.7500		1.9000		7.8500		3.4750		12.9500		4.3000		18.0500		4.8100
	2.8500		1.9500		7.9500		3.5000		13.0500		4.3100		18.1500		4.8200
	2.9500		2.0000		8.0500		3.5250		13.1500		4.3200		18.2500		4.8300
	3.0500		2.0333		8.1500		3.5500		13.2500		4.3300		18.3500		4.8400
	3.1500		2.0667		8.2500		3.5750		13.3500		4.3400		18.4500		4.8500
	3.2500		2.1000		8.3500		3.6000		13.4500		4.3500		18.5500		4.8600
	3.3500		2.1333		8.4500		3.6250		13.5500		4.3600		18.6500		4.8700
	3.4500		2.1667		8.5500		3.6500		13.6500		4.3700		18.7500		4.8800
	3.5500		2.2000		8.6500		3.6750		13.7500		4.3800		18.8500		4.8900
	3.6500		2.2333		8.7500		3.7000		13.8500		4.3900		18.9500		4.9000
	3.7500		2.2667		8.8500		3.7250		13.9500		4.4000		19.0500		4.9100
	3.8500		2.3000		8.9500		3.7500		14.0500		4.4100		19.1500		4.9200
	3.9500		2.3333		9.0500		3.7750		14.1500		4.4200		19.2500		4.9300
	4.0500		2.3667		9.1500		3.8000		14.2500		4.4300		19.3500		4.9400
	4.1500		2.4000		9.2500		3.8250		14.3500		4.4400		19.4500		4.9500
	4.2500		2.4333		9.3500		3.8500		14.4500		4.4500		19.5500		4.9600
	4.3500		2.4667		9.4500		3.8750		14.5500		4.4600		19.6500		4.9700
	4.4500		2.5000		9.5500		3.9000		14.6500		4.4700		19.7500		4.9800
	4.5500		2.5333		9.6500		3.9250		14.7500		4.4800		19.8500		4.9900
	4.6500		2.5667		9.7500		3.9500		14.8500		4.4900		19.9500		5.0000
	4.7500		2.6000		9.8500		3.9750		14.9500		4.5000
	4.8500		2.6333		9.9500		4.0000		15.0500		4.5100
	4.9500		2.6667		10.0500		4.0100		15.1500		4.5200

(f)

The Diversity Score is then calculated by summing each of the Industry Diversity Scores for each Moody’s industry classification group shown on Schedule 2.

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

S-4-2

Schedule 5

Moody’s Rating Definitions

MOODY’S DEFAULT PROBABILITY RATING

(a) With respect to a Collateral Obligation that is a Moody’s Senior Secured Loan or Participation Interest in a Moody’s Senior Secured Loan, if the obligor of such Collateral Obligation has a corporate family rating by Moody’s, then such corporate family rating; and (solely for purposes of determining the Adjusted Weighted Average Moody's Rating Factor) with respect to a Collateral Obligation that is a Current Pay Obligation, one subcategory below the facility rating (whether public or private) of such Current Pay Obligation rated by Moody's;

(b) With respect to a Collateral Obligation that is a Moody’s Senior Secured Loan or Participation Interest in a Moody’s Senior Secured Loan, if not determined pursuant to clause (a) above, if such Collateral Obligation (A) is publicly rated by Moody’s, such public rating, or (B) is not publicly rated by Moody’s but for which a rating or corporate family rating estimate has been assigned by Moody’s upon the request of the Issuer or the Collateral Manager, such rating or the corporate family rating estimate, as applicable;

(c) With respect to a Collateral Obligation, if not determined pursuant to clause (a) or (b) above, (A) if the obligor of such Collateral Obligation has one or more senior unsecured obligations publicly rated by Moody’s, then the Moody’s public rating on any such obligation (or, if such Collateral Obligation is a Moody’s Senior Secured Loan, the Moody’s rating that is one subcategory higher than the Moody’s public rating on any such senior unsecured obligation) as selected by the Collateral Manager in its sole discretion or, if no such rating is available, (B) if such Collateral Obligation is publicly rated by Moody’s, such public rating or, if no such rating is available, (C) if a rating or rating estimate has been assigned to such Collateral Obligation by Moody’s upon the request of the Issuer, the Collateral Manager or an affiliate of the Collateral Manager, such rating or, in the case of a rating estimate, the applicable rating estimate for such obligation or (D) if such Collateral Obligation is a DIP Collateral Obligation, the Moody’s Derived Rating set forth in clause (a) in the definition thereof; and

(d) With respect to a Collateral Obligation, if not determined pursuant to clause (a), (b) or (c) above, the Moody’s Derived Rating;

provided that, for purposes of calculating a Moody’s Default Probability Rating, each applicable rating on credit watch by Moody’s with positive or negative implication at the time of calculation will be treated as having been upgraded or downgraded by one rating subcategory, as the case may be.

MOODY’S RATING

(a) With respect to a Collateral Obligation that (A) is publicly rated by Moody’s, such public rating, or (B) is not publicly rated by Moody’s but for which a rating or rating estimate has been assigned by Moody’s (including, without limitation, any such estimate based on Moody’s RiskCalc; provided that such Collateral Obligation is eligible for a rating based on Moody’s RiskCalc in accordance with terms thereof) upon the request of the Issuer or the Collateral Manager, such rating or, in the case of a rating estimate, the applicable rating estimate for such obligation.

S-5-1

(b) With respect to a Collateral Obligation that is a Moody’s Senior Secured Loan or Participation Interest in a Moody’s Senior Secured Loan (if not determined pursuant to clause (a) above), if the obligor of such Collateral Obligation has a corporate family rating by Moody’s, then such corporate family rating.

(c) With respect to a Collateral Obligation, if not determined pursuant to clause (a) or (b) above, if the obligor of such Collateral Obligation has one or more senior unsecured obligations publicly rated by Moody’s, then the Moody’s public rating on any such obligation (or, if such Collateral Obligation is a Moody’s Senior Secured Loan, the Moody’s rating that is one subcategory higher than the Moody’s public rating on any such senior unsecured obligation) as selected by the Collateral Manager in its sole discretion.

(d) With respect to a Collateral Obligation, if not determined pursuant to clause (a), (b) or (c) above, the Moody’s Derived Rating;

provided that, with respect to Collateral Obligations the Moody’s Rating of which is determined through application of Moody’s RiskCalc, (i) such Collateral Obligations, at all times prior to the end of the Reinvestment Period, shall not represent more than 10% of the Collateral Principal Amount and (ii) such Collateral Obligations shall not represent, after the end of the Reinvestment Period, the greater of (x) 10% of the Collateral Principal Amount and (y) the Aggregate Principal Balance of Collateral Obligations included in the Assets which have a Moody’s Rating previously determined through application of Moody’s RiskCalc; provided, further, that the Collateral Manager shall redetermine and report to Moody’s the Moody’s Rating for each Collateral Obligation determined through application of Moody’s RiskCalc within 30 days after receipt of the annual audited financial statements from the related Obligor.

For purposes of calculating a Moody’s Rating, each applicable rating on credit watch by Moody’s with positive or negative implication at the time of calculation will be treated as having been upgraded or downgraded by one rating subcategory, as the case may be.

For purposes of the definitions of “Moody’s Default Probability Rating”, “Moody’s Derived Rating” and “Moody’s Rating”, any credit estimate assigned by Moody’s and any Moody’s RiskCalc rating obtained by the Issuer or the Collateral Manager shall expire one year from the date such estimate was issued; provided that, for purposes of any calculation under this Indenture, if for any reason (except as set forth below) a credit estimate is not received from Moody’s for a previously acquired Collateral Obligation thereunder on or before such one-year anniversary (which may be extended at Moody’s option to the extent the annual audited financial statements for the Obligor have not yet been received), after the Issuer or the Collateral Manager on the Issuer’s behalf has submitted to Moody’s all information required to provide such renewal, (1) the Issuer for a period of 60 days will continue using the previous credit estimate assigned by Moody’s with respect to such Collateral Obligation until such time as Moody’s renews the credit estimate for such Collateral Obligation and (2) after 60 days but before Moody’s renews the credit estimate for such Collateral Obligation, the Collateral Obligation will be deemed to have a Moody’s rating of “Caa1”; provided, further, that if the Collateral Manager (on behalf of the Issuer) fails to submit to Moody’s all information required to provide such a renewal (other than to the extent the annual audited financial statements for the Obligor have not yet been received), then from and after the related one-year anniversary, such Collateral Obligation will be deemed to have a Moody’s rating of “Caa3” until such time as Moody’s renews the credit estimate for such Collateral Obligation.

S-5-2

MOODY’S DERIVED RATING

With respect to a Collateral Obligation whose Moody’s Rating or Moody’s Default Probability Rating cannot otherwise be determined pursuant to the definitions thereof, such Moody’s Rating or Moody’s Default Probability Rating shall be determined as set forth below.

(a)

With respect to any DIP Collateral Obligation and (solely for purposes of determining the Adjusted Weighted Average Moody’s Rating Factor) any Current Pay Obligation, one subcategory below the facility rating (whether public or private) of such DIP Collateral Obligation or Current Pay Obligation, as applicable, rated by Moody’s.

(b)

If not determined pursuant to clause (a) above, if the obligor of such Collateral Obligation has a long-term issuer rating by Moody’s, then such long-term issuer rating.

(c)

If not determined pursuant to clause (a) or (b) above, if another obligation of the obligor is rated by Moody’s, then by adjusting the rating of the related Moody’s rated obligations of the related obligor by the number of rating sub-categories according to the table below:

		Number of Subcategories
Obligation Category of	Rating of	Relative to Rated
Rated Obligation	Rated Obligation	Obligation Rating
Senior secured obligation	greater than or equal to B2	-1
Senior secured obligation	less than B2	-2
Subordinated obligation	greater than or equal to B3	+1
Subordinated obligation	less than B3	0

(d)

If not determined pursuant to clause (a), (b) or (c) above, if the obligor of such Collateral Obligation has a corporate family rating by Moody’s, then one subcategory below such corporate family rating.

(e)

If not determined pursuant to clause (a), (b), (c) or (d) above, then by using any one of the methods provided below:

(i)

(A) pursuant to the table below:

S-5-3

			Number of
	S&P Rating		Subcategories Relative
	(Public and	Collateral Obligation	to Moody’s Equivalent
Type of Collateral Obligation	Monitored)	Rated by S&P	of S&P Rating
Not Structured Finance Obligation	> “BBB-”	Not a Loan or	-1
		Participation Interest in
		Loan
Not Structured Finance Obligation	< “BB+”	Not a Loan or	-2
		Participation Interest in
		Loan
Not Structured Finance Obligation		Loan or Participation	-2
		Interest in Loan

(B)

if such Collateral Obligation is not rated by S&P but another security or obligation of the obligor has a public and monitored rating by S&P (a “parallel security”), then the rating of such parallel security will at the election of the Collateral Manager be determined in accordance with the table set forth in subclause (e)(i)(A) above, and the Moody’s Rating or Moody’s Default Probability Rating of such Collateral Obligation will be determined in accordance with the methodology set forth in clause (a)above (for such purposes treating the parallel security as if it were rated by Moody’s at the rating determined pursuant to this subclause (e)(i)(B)); or

(C)

if such Collateral Obligation is a DIP Collateral Obligation, no Moody’s Rating or Moody’s Default Probability Rating may be determined based on a rating by S&P or any other rating agency;

(ii) if such Collateral Obligation is not rated by Moody’s or S&P and no other security or obligation of the issuer of such Collateral Obligation is rated by Moody’s or S&P, and if Moody’s has been requested by the Issuer, the Collateral Manager or the issuer of such Collateral Obligation to assign a rating or rating estimate with respect to such Collateral Obligation but such rating or rating estimate has not been received, pending receipt of such estimate, the Moody’s Rating or Moody’s Default Probability Rating of such Collateral Obligation shall be (1) “B3” if the Collateral Manager certifies to the Trustee and the Collateral Administrator that the Collateral Manager believes that such estimate will be at least “B3” and if the Aggregate Principal Balance of Collateral Obligations determined pursuant to this clause (ii) does not exceed 5% of the Collateral Principal Amount of all Collateral Obligations or (2) otherwise, “Caa1.”

For purposes of calculating a Moody’s Derived Rating, each applicable rating on credit watch by Moody’s with positive or negative implication at the time of calculation will be treated as having been upgraded or downgraded by one rating subcategory, as the case may be.

MOODY’S RISKCALC CALCULATION

1. Defined Terms. The following terms shall be used in this Schedule 5 with the meanings provided below.

.”EDF” means, with respect to any Collateral Obligation, the lowest 5-year expected default frequency for such Collateral Obligation as determined by running the current version of Moody’s RiskCalc in both the Financial Statement Only (“FSO”) and the Credit Cycle Adjusted (“CAA”) modes.

S-5-4

“Moody’s Industries” means any one of the Moody’s industrial classification groups as published by Moody’s from time to time.

“Pre-Qualifying Conditions” means, with respect to any Collateral Obligation, conditions that will be satisfied if the Obligor with respect to the applicable Collateral Obligation satisfies the following criteria:

1. the independent accountants of such Obligor shall have issued a signed, unqualified audit opinion with respect to the most recent fiscal year financial statements, including no explanatory paragraph addressing “going concern” or other issues;

2. the Obligor’s EBITDA is equal to or greater than $5,000,000;

3. the Obligor’s annual sales are equal to or greater than $10,000,000;

4. the Obligor’s book assets are equal to or greater than $10,000,000;

5. the Obligor represents not more than 4.0% of the Collateral Principal Amount;

6. the Obligor is a private company with no public rating from Moody’s;

7. for the current and prior fiscal year, such Obligor’s:

(a) EBIT/interest expense ratio is greater than 1.0:1.0 and 1.25:1.00 with respect to retail (adjusted for rent expense);

(b) debt/EBITDA ratio is less than 6.0:1.0; provided that the debt/EBITDA ratio is less than 8.0:1.0 for any Collateral Obligations with respect to the following Moody’s Industries: (A) Telecommunications (Moody’s industrial classification group #29), (B) Printing and Publishing (Moody’s industrial classification group #26) or (C) Broadcasting and Entertainment (Moody’s industrial classification group #33);

8. no greater than 25% of the Obligor’s revenue is generated from any one customer of the Obligor;

9. no financial covenants in the Underlying Instruments have been modified or waived within the immediately preceding three month period;

10. none of the original terms of the Underlying Instruments have been modified or waived within the immediately preceding three month period; and

11. the Obligor is a for-profit operating company in any one of the Moody’s Industries with the exception of (i) Buildings and Real Estate (Moody’s industrial classification group #5), (ii) Finance (Moody’s industrial classification group #14), and (iii) Insurance (Moody’s industrial classification group #20).

S-5-5

2. The Collateral Manager shall calculate the .EDF for each of the Collateral Obligations to be rated pursuant to this Schedule 5. The Collateral Manager shall also provide Moody’s with the .EDF and the information necessary to calculate such .EDF upon request from Moody’s. Moody’s shall have the right (in its sole discretion) to (i) amend or modify any of the information utilized to calculate the .EDF and recalculate the .EDF based upon such revised information, in which case such .EDF shall be determined using the table in paragraph 3 below in order to determine the applicable Moody’s Rating, or (ii) have a Moody’s credit analyst provide a rating estimate for any Collateral Obligation rated pursuant to this Schedule 5, in which case such rating estimate provided by such credit analyst shall be the applicable Moody’s Rating.

3. The Moody’s Rating for each Collateral Obligation that satisfies the Pre-Qualifying Conditions shall be the lower of (i) the Collateral Manager’s internal rating or (ii) the rating based on the .EDF for such Collateral Obligation, as determined in accordance with the table below:

Lowest .EDF		Moody’s Rating
less than or equal to .baa		Ba3
.ba1		B1
.ba2, .ba3 or .b1		B2
.b2 or.b3		B3
.caa		Caa1

provided that the Moody’s Rating determined pursuant the chart above will be reduced by an additional one-half rating subcategory for Collateral Obligations originated in connection with leveraged buyout transactions.

4. The Moody’s Recovery Rate for each Collateral Obligation that meets the Pre-Qualifying Conditions shall be the lower of (i) the Collateral Manager’s internal recovery rate or (ii) the recovery rate as determined in accordance with the table below:

Type of Collateral Obligation		Moody’s Recovery Rate
U.S. or Canadian Obligor senior		50%
secured, first priority, first lien and
first out
U.S. or Canadian Obligor second lien,		40%
first lien and last out, all other senior
secured
U.S. or Canadian Obligor senior		30%
unsecured
U.S. or Canadian Obligor senior		15%
subordinated or junior subordinated
Non-U.S. Non-Canadian Obligor any		0%
loan

S-5-6

provided that Moody’s shall have the right (in its sole discretion) to issue a recovery rate assigned by one of its credit analysts, in which case such recovery rate provided by such credit analyst shall be the applicable Moody’s Recovery Rate.

MOODY’S SENIOR SECURED LOAN

(a) A loan that:

(i) is not (and cannot by its terms become) subordinate in right of payment to any other debt obligation of the Obligor of the loan;

(ii) (x) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under the loan and (y) such specified collateral does not consist entirely of equity securities or common stock; provided that any loan that would be considered a Moody’s Senior Secured Loan but for clause (y) above shall be considered a Moody’s Senior Secured Loan if it is a loan made to a parent entity and as to which the Collateral Manager determines in good faith that the value of the common stock of the subsidiary (or other equity interests in the subsidiary) securing such loan at or about the time of acquisition of such loan by the Issuer has a value that is at least equal to the outstanding principal balance of such loan and the outstanding principal balances of any other obligations of such parent entity that are pari passu with such loan, which value may include, among other things, the enterprise value of such subsidiary of such parent entity; and

(iii) the value of the collateral securing the loan together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Collateral Manager) to repay the loan in accordance with its terms and to repay all other loans of equal seniority secured by a first lien or security interest in the same collateral; or

(b) a loan that:

(i) is not (and cannot by its terms become) subordinate in right of payment to any other debt obligation of the Obligor of the loan, except that such loan can be subordinate with respect to the liquidation of such obligor or the collateral for such loan;

(ii) with respect to such liquidation, is secured by a valid perfected security interest or lien that is not a first priority in, to or on specified collateral securing the Obligor’s obligations under the loan;

(iii) the value of the collateral securing the loan together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Collateral Manager) to repay the loan in accordance with its terms and to repay all other loans of equal or higher seniority secured in the same collateral; and

S-5-7

(iv) (x) has a Moody’s facility rating and the obligor of such loan has a Moody’s corporate family rating and (y) such Moody’s facility rating is not lower than such Moody’s corporate family rating; and

(i) a DIP Collateral Obligation; or

(ii) a loan for which the security interest or lien (or the validity or effectiveness thereof) in substantially all of its collateral attaches, becomes effective, or otherwise “springs” into existence after the origination thereof.

S-5-8

Schedule 6

S&P RECOVERY RATE TABLES

(a) (i) If a Collateral Obligation has an S&P Recovery Rating, or is pari passu with another obligation of the same obligor that has an S&P Recovery Rating and is secured by the same collateral as such other obligation, the S&P Recovery Rate for such Collateral Obligation shall be determined as follows:

S&P Recovery
Rating
of a Collateral
Obligation	Initial Liability Rating
	“AAA”			“AA”			“A”			“BBB”			“BB”			“B” and below
1+		75	%		85	%		88	%		90	%		92	%		95	%
1		65	%		75	%		80	%		85	%		90	%		95	%
2		50	%		60	%		66	%		73	%		79	%		85	%
3		30	%		40	%		46	%		53	%		59	%		65	%
4		20	%		26	%		33	%		39	%		43	%		45	%
5		5	%		10	%		15	%		20	%		23	%		25	%
6		2	%		4	%		6	%		8	%		10	%		10	%
	Recovery rate

(ii)

If (x) a Collateral Obligation does not have an S&P Recovery Rating and such Collateral Obligation is a senior unsecured loan, second lien loan or senior unsecured bond and (y) the issuer of such Collateral Obligation has issued another debt instrument that is outstanding and senior to such Collateral Obligation that is a Senior Secured Loan, senior secured note or senior secured bond (a “Senior Secured Debt Instrument”) that has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Obligation shall be determined as follows:

For Collateral Obligations Domiciled in Group A

S&P Recovery
Rating
of the Senior
Secured
Debt Instrument	Initial Liability Rating
	“AAA”			“AA”			“A”			“BBB”			“BB”			“B” and below
1+		18	%		20	%		23	%		26	%		29	%		31	%
1		18	%		20	%		23	%		26	%		29	%		31	%
2		18	%		20	%		23	%		26	%		29	%		31	%
3		12	%		15	%		18	%		21	%		22	%		23	%

S-6-1

S&P Recovery
Rating
of the Senior
Secured
Debt Instrument	Initial Liability Rating
4		5	%	8	%	11	%	13	%	14	%	15	%
5		2	%	4	%	6	%	8	%	9	%	10	%
6		-	%	-	%	-	%	-	%	-	%	-	%
	Recovery rate

For Collateral Obligations Domiciled in Group B

S&P Recovery
Rating
of the Senior
Secured
Debt Instrument	Initial Liability Rating
	“AAA”			“AA”			“A”			“BBB”			“BB”			“B” and below
1+		16	%		18	%		21	%		24	%		27	%		29	%
1		16	%		18	%		21	%		24	%		27	%		29	%
2		16	%		18	%		21	%		24	%		27	%		29	%
3		10	%		13	%		15	%		18	%		19	%		20	%
4		5	%		5	%		5	%		5	%		5	%		5	%
5		2	%		2	%		2	%		2	%		2	%		2	%
6		-	%		-	%		-	%		-	%		-	%		-	%
	Recovery rate

For Collateral Obligations Domiciled in Group C

S&P Recovery
Rating
of the Senior
Secured
Debt Instrument	Initial Liability Rating
	“AAA”			“AA”			“A”			“BBB”			“BB”			“B” and below
1+		13	%		16	%		18	%		21	%		23	%		25	%
1		13	%		16	%		18	%		21	%		23	%		25	%
2		13	%		16	%		18	%		21	%		23	%		25	%
3		8	%		11	%		13	%		15	%		16	%		17	%
4		5	%		5	%		5	%		5	%		5	%		5	%
5		2	%		2	%		2	%		2	%		2	%		2	%
6		-	%		-	%		-	%		-	%		-	%		-	%
	Recovery rate

S-6-2

(iii)

If (x) a Collateral Obligation does not have an S&P Recovery Rating and such Collateral Obligation is a subordinated loan or subordinated bond and (y) the issuer of such Collateral Obligation has issued another debt instrument that is outstanding and senior to such Collateral Obligation that is a Senior Secured Debt Instrument that has an S&P Recovery Rating, the S&P Recovery Rate for such Collateral Obligation shall be determined as follows:

For Collateral Obligations Domiciled in Groups A, B and C

S&P Recovery
Rating
of the Senior
Secured
Debt Instrument	Initial Liability Rating
	“AAA”			“AA”			“A”			“BBB”			“BB”			“B” and below
1+		8	%		8	%		8	%		8	%		8	%		8	%
1		8	%		8	%		8	%		8	%		8	%		8	%
2		8	%		8	%		8	%		8	%		8	%		8	%
3		5	%		5	%		5	%		5	%		5	%		5	%
4		2	%		2	%		2	%		2	%		2	%		2	%
5		-	%		-	%		-	%		-	%		-	%		-	%
6		-	%		-	%		-	%		-	%		-	%		-	%
	Recovery rate

(b) If a recovery rate cannot be determined using clause (a), the recovery rate shall be determined using the following table.

Recovery rates for obligors Domiciled in Group A, B, C or D:

Priority Category	Initial Liability Rating
																“B” and
	“AAA”			“AA”			“A”			“BBB”			“BB”			“CCC”
Senior Secured Loans
Group A		50	%		55	%		59	%		63	%		75	%		79	%
Group B		45	%		49	%		53	%		58	%		70	%		74	%
Group C		39	%		42	%		46	%		49	%		60	%		63	%
Group D		17	%		19	%		27	%		29	%		31	%		34	%

S-6-3

Priority Category	Initial Liability Rating
Senior Unsecured Loans; Last Out Senior Secured Loans and Second Lien Loans (up to 15% of the Collateral Principal Amount)
Group A		18	%	20	%	23	%	26	%	29	%	31	%
Group B		16	%	18	%	21	%	24	%	27	%	29	%
Group C		13	%	16	%	18	%	21	%	23	%	25	%
Group D		10	%	12	%	14	%	16	%	18	%	20	%
Subordinated loans and Second Lien Loans (in excess of 15% of the Collateral Principal Amount)
Group A		8	%	8	%	8	%	8	%	8	%	8	%
Group B		10	%	10	%	10	%	10	%	10	%	10	%
Group C		9	%	9	%	9	%	9	%	9	%	9	%
Group D		5	%	5	%	5	%	5	%	5	%	5	%
	Recovery rate

Group A: Australia, Denmark, Finland, Hong Kong, Ireland, The Netherlands, New Zealand, Norway, Singapore, Sweden, U.K.

Group B: Austria, Belgium, Canada, Germany, Israel, Japan, Luxembourg, Portugal, South Africa, Switzerland, U.S.

Group C: Argentina, Brazil, Chile, France, Greece, Italy, Mexico, South Korea, Spain, Taiwan, Turkey, United Arab Emirates.

Group D: Kazakhstan, Russia, Ukraine, others

S-6-4

2. S&P CDO Monitor

Liability Rating	“AAA”			“AA”			“A”
Weighted		41.0	%		46.0	%	50.0	%
Average		42.0	%		47.0	%	51.0	%
S&P		43.0	%		48.0	%	52.0	%
Recovery		44.0	%		49.0	%	53.0	%
Rate		45.0	%		50.0	%	54.0	%
		46.0	%		51.0	%	55.0	%
		47.0	%		52.0	%	56.0	%

Weighted	4.0	%
Average	4.1	%
Floating	4.2	%
Spread	4.3	%
	4.4	%
	4.5	%
	4.6	%
	4.7	%
	4.8	%

As of the Closing Date the Collateral Manager will elect the following Weighted Average S&P Recovery Rates:

Liability Rating	“AAA”			“AA”			“A”
Weighted
Average
S&P		43.0	%		48.0	%	52.0	%
Recovery
Rate

As of the Closing Date the Collateral Manager will elect the following Weighted Average Floating Spread:

Weighted
Average
S&P	4.5	%
Floating
Spread

For purposes of calculating the Collateral Quality Test, DIP Collateral Obligations will be treated as having an S&P Recovery Rate equal to the S&P Recovery Rate for Senior Secured Loans.

S-6-5

Schedule 7

APPROVED INDEX LIST

1.	Merrill Lynch Investment Grade Corporate Master Index

2.	CSFB Leveraged Loan Index

3.	JPMorgan Domestic High Yield Index

4.	Lehman Brothers U.S. Corporate High-Yield Index

5.	Merrill Lynch High Yield Master Index

6.	Deutsche Bank Leveraged Loan Index

7.	Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index

8.	Banc of America Securities Leveraged Loan Index

9.	S&P/LSTA Leveraged Loan Index

S-7-1

Schedule 8

PORTFOLIO ACQUISITION AND SALE REQUIREMENTS CERTIFICATE

Deutsche Bank Trust Company Americas, as Trustee

1761 East St. Andrew Place

Santa Ana, CA 92705

Attention: Structured Credit Services – Garrison Funding 2010-1 LLC

Facsimile No.: (714) 656-2568

Re: Sale/Acquisition of any Collateral Obligation

Reference is hereby made to the Indenture, dated as of November 5, 2010 between Garrison Funding 2010-1 LLC, as the issuer (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

The undersigned, a Authorized Officer of the Collateral Manager, hereby certifies on behalf of the Issuer that the [sale][acquisition] of [insert description of Collateral Obligation], complies with the Portfolio Acquisition and Sale Requirements including each of the following:

a. the Collateral Obligation, if being acquired by the Issuer, is an “eligible asset” as defined in Rule 3a-7;

b. the Collateral Obligation is being acquired or disposed of in accordance with the terms and conditions set forth in the Indenture;

c. the acquisition or disposition of the Collateral Obligation does not result in a reduction or withdrawal of the then-current rating on any Class of Secured Notes by any Rating Agency; and

d. the Collateral Obligation is not being acquired or disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

The primary purpose of the [sale][acquisition] is to [select one of the items below]:

[Comply with the Concentration Limitations]

[Comply with the Collateral Quality Test]

[Comply with any Coverage Test]

[Comply with eligible asset requirements]

[Comply with Investment Criteria]

[Purchase during the Reinvestment Period in accordance with the terms and conditions of the Indenture for the purpose of maintaining the Aggregate Principal Balance]

S-8-1

[Sale for credit related (not value related) reasons—Sale of any Defaulted Obligation, any Closing Date Participation Interest that was not converted into a full assignment of the related Loan within 60 days following the Closing Date, any Long Dated Obligation or any Other Exchange Asset, in each case in accordance with the terms and conditions of the Indenture]

[Sale for credit related (not value related) reasons—Sale of Credit Risk Obligation in accordance with the terms and conditions of the Indenture]

[Sale for credit related (not value related) reasons—Sale of Equity Security in accordance with the terms and conditions of the Indenture]

[Sale for credit related (not value related) reasons –Sale of Credit Improved Obligation in accordance with the terms and conditions of the Indenture]

[Sale for discretionary reasons – Sale of Collateral Obligation in accordance with the terms and conditions of the Indenture]

[Sale of Collateral Obligation that no longer meets the criteria of clause (vii) of the definition of “Collateral Obligation” or clause (vi) of the definition of “Collateral Obligation” in accordance with the terms and conditions of the Indenture]

[In connection with an Optional Redemption in accordance with the terms and conditions of the Indenture]

[In connection with a Tax Redemption in accordance with the terms and conditions of the Indenture]

[Other – Please Specify].

S-8-2

EXHIBIT A

FORMS OF NOTES

EXHIBIT A-1-1

FORM OF GLOBAL CLASS A-1 NOTE

[RULE 144A][REGULATION S] GLOBAL SECURED NOTE

representing

CLASS A-1 SENIOR SECURED FLOATING RATE NOTES DUE 2017

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO A “QUALIFIED PURCHASER” (AS DEFINED FOR PURPOSES OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT) OR A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN A TRUST) EACH SHAREHOLDER, PARTNER, MEMBER OR OTHER EQUITY OWNER OF WHICH IS A QUALIFIED PURCHASER THAT IS EITHER (A)(1) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE OR (2) AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) OR (B) NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION.

THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF A CLASS A-1 NOTE WHO HAS MADE OR HAS BEEN DEEMED TO MAKE A PROHIBITED TRANSACTION OR OTHER PLAN LAW REPRESENTATION THAT IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN THIS NOTE THAT IS NOT BOTH (A) A QUALIFIED PURCHASER OR A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY (OTHER THAN A TRUST) EACH SHAREHOLDER, PARTNER, MEMBER OR OTHER EQUITY OWNER OF WHICH IS A QUALIFIED PURCHASER AND (B)(1) A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR OR (2) A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT TO SELL ITS INTEREST IN THIS NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

A-1-1-1

EACH PURCHASER OR TRANSFEREE OF THIS NOTE OR ANY INTEREST HEREIN WILL BE REQUIRED OR DEEMED TO REPRESENT, WARRANT AND AGREE THAT (A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTE OR INTEREST HEREIN DOES NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (ANY SUCH LAW OR REGULATION, AN “OTHER PLAN LAW”), ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SUCH OTHER PLAN LAW. “BENEFIT PLAN INVESTOR” MEANS A BENEFIT PLAN INVESTOR, AS DEFINED IN SECTION 3(42) OF ERISA AND INCLUDES (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF TITLE I OF ERISA) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, (B) A PLAN THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY.

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.).

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

A-1-1-2

THE FAILURE TO PROVIDE THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT WITH THE PROPERLY COMPLETED AND SIGNED TAX CERTIFICATIONS (GENERALLY, IN THE CASE OF U.S. FEDERAL INCOME TAX, AN INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE OR THE APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE) OR THE FAILURE TO MEET ITS NOTEHOLDER REPORTING OBLIGATIONS MAY RESULT IN WITHHOLDING FROM PAYMENTS IN RESPECT OF SUCH NOTE, INCLUDING U.S. FEDERAL WITHHOLDING OR BACK-UP WITHHOLDING.

EACH HOLDER AND BENEFICIAL OWNER OF THIS NOTE OR AN INTEREST IN THIS NOTE THAT IS A “UNITED STATES PERSON” (AS DEFINED IN SECTION 7701(a)(30) OF THE CODE) OR A UNITED STATES OWNED FOREIGN ENTITY (AS DEFINED IN SECTION 1471(d)(3) OF THE CODE) WILL MAKE, OR BY ACQUIRING THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO MAKE, REPRESENTATIONS TO THE EFFECT THAT (I) IT WILL PROVIDE TO THE ISSUER AND THE TRUSTEE ITS NAME, ADDRESS, U.S. TAXPAYER IDENTIFICATION NUMBER AND, IF IT IS A UNITED STATES OWNED FOREIGN ENTITY, THE NAME, ADDRESS AND TAXPAYER IDENTIFICATION NUMBER OF EACH OF ITS “SUBSTANTIAL UNITED STATES OWNERS” (AS DEFINED IN SECTION 1473(2) OF THE CODE), AND ANY OTHER INFORMATION THAT THE ISSUER OR THE HOLDER REQUESTS AND (II) IT WILL UPDATE ANY SUCH INFORMATION PROVIDED IN CLAUSE (I) PROMPTLY UPON LEARNING THAT ANY SUCH INFORMATION PREVIOUSLY PROVIDED HAS BECOME OBSOLETE OR INCORRECT OR IS OTHERWISE REQUIRED. IN ADDITION, EACH HOLDER AND BENEFICIAL OWNER OF THIS NOTE OR ANY INTEREST IN THIS NOTE WILL MAKE, OR BY ACQUIRING THIS NOTE OR ANY INTEREST IN THIS NOTE WILL BE DEEMED TO MAKE, REPRESENTATIONS TO THE EFFECT THAT IT WILL PROVIDE TO THE ISSUER AND THE TRUSTEE (X) ANY INFORMATION AS IS NECESSARY (IN THE SOLE DETERMINATION OF THE ISSUER OR THE TRUSTEE, AS APPLICABLE) FOR THE ISSUER AND THE TRUSTEE TO DETERMINE WHETHER SUCH HOLDER OR BENEFICIAL OWNER IS A UNITED STATES PERSON OR A UNITED STATES OWNED FOREIGN ENTITY, AND (Y) ANY ADDITIONAL INFORMATION THAT THE ISSUER OR ITS AGENT REQUESTS IN CONNECTION WITH SECTIONS 1471- 1474 OF THE CODE. EACH SUCH HOLDER AND BENEFICIAL OWNER WILL AGREE, OR BY ACQUIRING THIS NOTE OR AN INTEREST IN THIS NOTE BE DEEMED TO AGREE, THAT THE ISSUER MAY PROVIDE SUCH INFORMATION AND ANY OTHER INFORMATION REGARDING ITS INVESTMENT IN THE NOTES TO THE U.S. INTERNAL REVENUE SERVICE. THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN A NOTE THAT FAILS TO COMPLY WITH THE FOREGOING REQUIREMENTS TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

A-1-1-3

EACH HOLDER AND BENEFICIAL OWNER OF THIS NOTE OR AN INTEREST IN THIS NOTE THAT IS NOT A “UNITED STATES PERSON” (AS DEFINED IN SECTION 7701(a)(30) OF THE CODE) WILL MAKE, OR BY ACQUIRING THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO MAKE, A REPRESENTATION TO THE EFFECT THAT (A) EITHER (I) IT IS NOT A BANK EXTENDING CREDIT PURSUANT TO A LOAN AGREEMENT ENTERED INTO IN THE ORDINARY COURSE OF ITS TRADE OR BUSINESS (WITHIN THE MEANING OF SECTION 881(c)(3)(A) OF THE CODE), OR (II) IT IS A PERSON THAT IS ELIGIBLE FOR BENEFITS UNDER AN INCOME TAX TREATY WITH THE UNITED STATES THAT ELIMINATES U.S. FEDERAL INCOME TAXATION OF U.S. SOURCE INTEREST NOT ATTRIBUTABLE TO A PERMANENT ESTABLISHMENT IN THE UNITED STATES, AND (B) IT IS NOT PURCHASING THIS NOTE IN ORDER TO REDUCE ITS U.S. FEDERAL INCOME TAX LIABILITY PURSUANT TO A TAX AVOIDANCE PLAN.

EACH HOLDER AND EACH BENEFICIAL OWNER OF THIS NOTE, BY ACQUIRING THIS NOTE OR ITS INTEREST IN THIS NOTE, AS THE CASE MAY BE, SHALL BE DEEMED TO HAVE AGREED TO TREAT, AND SHALL TREAT, THIS NOTE AS DEBT OF THE ISSUER FOR U.S. FEDERAL AND, TO THE EXTENT PERMITTED BY LAW, STATE AND LOCAL INCOME AND FRANCHISE TAX PURPOSES AND SHALL TAKE NO ACTION INCONSISTENT WITH SUCH TREATMENT UNLESS REQUIRED BY ANY RELEVANT TAXING AUTHORITY.

A-1-1-4

GARRISON FUNDING 2010-1 LLC

[RULE 144A][REGULATION S] GLOBAL SECURED NOTE

representing

CLASS A-1 SENIOR SECURED FLOATING RATE NOTES DUE 2017

A-1/[R][S]-1	[DATE]

CUSIP No.: [366558AA2]1[G38508AA8]2	Up to U.S.$164,500,000

ISIN No.: [US366558AA25]3[XS0551679821]4

GARRISON FUNDING 2010-1 LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), for value received, hereby promises to pay to CEDE & CO. or registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum as indicated on Schedule A hereto on November 20, 2017 (the “Stated Maturity”) except as provided below and in the Indenture. The obligations of the Issuer under this Class A-1 Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Assets in accordance with the Indenture, and following realization of the Assets in accordance with the Indenture, all claims of Noteholders shall be extinguished and shall not thereafter revive.

The Issuer promises to pay interest, if any, on the 20th day of February, May, August and November in each year, commencing in February, 2011 (or, if any such day is not a Business Day, the next succeeding Business Day), at the rate equal to LIBOR plus 2.40% per annum on the Aggregate Outstanding Amount hereof until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Class A-1 Note (or one or more predecessor Class A-1 Notes) is registered at the close of business on the Record Date for such interest, which shall be the Business Day prior to such Payment Date.

Interest will cease to accrue on each Class A-1 Note, or in the case of a partial repayment, on such repaid part, from the date of repayment. If this Class A-1 Note is called for redemption and principal payments hereon are not paid upon surrender of this Class A-1 Note, the principal thereof shall, until paid, bear interest from the Redemption Date at the applicable Interest Rate for each successive Interest Accrual Period this Class A -1 Note remains Outstanding; provided that the reason for such non-payment is not the fault of such Noteholder. The principal of this Class A-1 Note shall be payable on the first Payment Date on which funds are permitted to be used for such purpose in accordance with the Priority of Payments. The principal of each Class A-1 Note shall be payable no later than the Stated Maturity unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise.

1 Rule 144A Global Class A-1 Note.

2 Regulation S Global Class A-1 Note.

3 Rule 144A Global Class A-1 Note.

4 Regulation S Global Class A-1 Note.

A-1-1-5

Unless the certificate of authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Note is one of a duly authorized issue of Class A-1 Senior Secured Floating Rate Notes due 2017 (the “Class A-1 Notes” and, together with the other classes of Notes issued under the Indenture, the “Notes”) issued and to be issued under an indenture dated as of November [5], 2010 (the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”, which term includes any successor trustee as permitted under the Indenture). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.

This Note is subject to optional redemption, in whole but not in part, as specified in the Indenture. In the case of any optional redemption of Class A-1 Notes, interest and principal installments with a Payment Date on or prior to the Redemption Date will be payable to the Holders of such Class A-1 Notes, or one or more predecessor Class A-1 Notes, registered as such at the close of business on the relevant Record Date.

Transfers of this [Rule 144A][Regulation S] Global Secured Note shall be limited to transfers of such Global Note in whole, but not in part, to a nominee of DTC or to a successor of DTC or such successor’s nominee, except as otherwise set forth in the Indenture.

Interests in this [Rule 144A][Regulation S] Global Secured Note will be transferable in accordance with DTC’s rules and procedures in use at such time.

If (a) a redemption occurs because any Coverage Test is not satisfied as set forth in Section 9.1 of the Indenture, (b) a redemption occurs because a Majority of the Subordinated Notes provide written direction to such effect as set forth in Section 9.2 of the Indenture, (c) a Special Redemption occurs during the Reinvestment Period as set forth in Section 9.6 of the Indenture or (d) a redemption occurs because a Majority of the Subordinated Notes so direct the Trustee following the occurrence of a Tax Event as set forth in Section 9.3 of the Indenture, then in each case this Note may be redeemed in whole in the manner, under the conditions and with the effect provided in the Indenture. In connection with any redemption pursuant to clause (b) or clause (d), Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to such Holders of Secured Notes.

A-1-1-6

The Issuer, the Trustee, and any agent of the Issuer or the Trustee shall treat the Person in whose name this Note is registered as the owner of such Note on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

If an Event of Default shall occur and be continuing, the Class A-1 Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.

Interests in this [Rule 144A][Regulation S] Global Secured Note may be exchanged for an interest in, or transferred to a transferee taking an interest in, the corresponding [Regulation S][Rule 144A] Global Secured Note subject to the restrictions as set forth in the Indenture. This [Rule 144A][Regulation S] Global Secured Note is subject to mandatory exchange for Certificated Notes under the limited circumstances set forth in the Indenture.

Upon redemption, exchange of or increase in any interest represented by this [Rule 144A][Regulation S] Global Secured Note, this [Rule 144A][Regulation S] Global Secured Note shall be endorsed on Schedule A hereto to reflect the reduction of or increase in the principal amount evidenced hereby.

The Class A -1 Notes will be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof.

Title to Notes shall pass by registration in the Register kept by the Registrar.

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

AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THE INDENTURE AND THE NOTES AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THE INDENTURE AND THE NOTES (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

- signature page follows -

A-1-1-7

			Page

ARTICLE I	DEFINITIONS		2

Section 1.1		Definitions	2
Section 1.2		Usage of Terms	59
Section 1.3		Assumptions as to Assets	60

ARTICLE II	THE NOTES		62

Section 2.1		Forms Generally	62
Section 2.2		Forms of Notes	63
Section 2.3		Authorized Amount; Stated Maturity; Denominations	64
Section 2.4		Execution, Authentication, Delivery and Dating	65
Section 2.5		Registration, Registration of Transfer and Exchange	65
Section 2.6		Mutilated, Defaced, Destroyed, Lost or Stolen Note	73
Section 2.7		Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	74
Section 2.8		Persons Deemed Owners	77
Section 2.9		Cancellation	78
Section 2.10		DTC Ceases to be Depository	78
Section 2.11		Non-Permitted Holders	79
Section 2.12		Treatment and Tax Certification	81
Section 2.13		Additional Issuance	82

ARTICLE III	CONDITIONS PRECEDENT		83

Section 3.1		Conditions to Issuance of Notes on Closing Date	83
Section 3.2		Conditions to Additional Issuance	86
Section 3.3		Custodianship; Delivery of Collateral Obligations and Eligible Investments	87

ARTICLE IV	SATISFACTION AND DISCHARGE		88

Section 4.1		Satisfaction and Discharge of Indenture	88
Section 4.2		Application of Trust Money	89
Section 4.3		Repayment of Monies Held by Paying Agent	89

ARTICLE V	REMEDIES		90

Section 5.1		Events of Default	90
Section 5.2		Acceleration of Maturity; Rescission and Annulment	91
Section 5.3		Collection of Indebtedness and Suits for Enforcement by Trustee	92
Section 5.4		Remedies	94
Section 5.5		Optional Preservation of Assets	96
Section 5.6		Trustee May Enforce Claims Without Possession of Notes	97
Section 5.7		Application of Money Collected	97

			Page

Section 5.8		Limitation on Suits	97
Section 5.9		Unconditional Rights of Secured Noteholders to Receive Principal and Interest	98
Section 5.10		Restoration of Rights and Remedies	98
Section 5.11		Rights and Remedies Cumulative	98
Section 5.12		Delay or Omission Not Waiver	99
Section 5.13		Control by Supermajority of Controlling Class	99
Section 5.14		Waiver of Past Defaults	99
Section 5.15		Undertaking for Costs	100
Section 5.16		Waiver of Stay or Extension Laws	100
Section 5.17		Sale of Assets	100
Section 5.18		Action on the Notes	101

ARTICLE VI	THE TRUSTEE		101

Section 6.1		Certain Duties and Responsibilities	101
Section 6.2		Notice of Default	103
Section 6.3		Certain Rights of Trustee	103
Section 6.4		Not Responsible for Recitals or Issuance of Notes	106
Section 6.5		May Hold Notes	106
Section 6.6		Money Held in Trust	107
Section 6.7		Compensation and Reimbursement	107
Section 6.8		Corporate Trustee Required; Eligibility	108
Section 6.9		Resignation and Removal; Appointment of Successor	108
Section 6.10		Acceptance of Appointment by Successor	110
Section 6.11		Merger, Conversion, Consolidation or Succession to Business of Trustee	110
Section 6.12		Co-Trustees	110
Section 6.13		Certain Duties of Trustee Related to Delayed Payment of Proceeds	111
Section 6.14		Authenticating Agents	112
Section 6.15		Withholding	112
Section 6.16		Fiduciary for Secured Noteholders Only; Agent for each other Secured Party and the Holders of the Subordinated Notes	113
Section 6.17		Representations and Warranties of the Bank	113

ARTICLE VII	COVENANTS		113

Section 7.1		Payment of Principal and Interest	114
Section 7.2		Maintenance of Office or Agency	114
Section 7.3		Money for Note Payments to be Held in Trust	115
Section 7.4		Existence of Issuer	116
Section 7.5		Protection of Assets	119
Section 7.6		Opinions as to Assets	120

			Page

Section 7.7		Performance of Obligations	121
Section 7.8		Negative Covenants	121
Section 7.9		Statement as to Compliance	123
Section 7.10		Issuer May Consolidate, etc., Only on Certain Terms	123
Section 7.11		Successor Substituted	124
Section 7.12		No Other Business	125
Section 7.13		Maintenance of Listing	125
Section 7.14		Annual Rating Review	125
Section 7.15		Reporting	125
Section 7.16		Calculation Agent	126
Section 7.17		Certain Tax Matters	126
Section 7.18		Asset Quality Matrix	127
Section 7.19		Representations Relating to Security Interests in the Assets	127

ARTICLE VIII	SUPPLEMENTAL INDENTURES		130

Section 8.1		Supplemental Indentures Without Consent of Holders of Notes	130
Section 8.2		Supplemental Indentures With Consent of Holders of Notes	132
Section 8.3		Execution of Supplemental Indentures	133
Section 8.4		Effect of Supplemental Indentures	135
Section 8.5		Reference in Notes to Supplemental Indentures	135

ARTICLE IX	REDEMPTION OF NOTES		135

Section 9.1		Mandatory Redemption	135
Section 9.2		Optional Redemption	135
Section 9.3		Tax Redemption	136
Section 9.4		Redemption Procedures	136
Section 9.5		Notes Payable on Redemption Date	138
Section 9.6		Special Redemption	139
Section 9.7		Issuer Buy-Back	139

ARTICLE X	ACCOUNTS, ACCOUNTINGS AND RELEASES		140

Section 10.1		Collection of Money	140
Section 10.2		Collection Account	140
Section 10.3		Transaction Accounts	142
Section 10.4		The Revolver Funding Account	143
Section 10.5		Reinvestment of Funds in Accounts; Reports by Trustee	144
Section 10.6		Accountings	145
Section 10.7		Release of Securities	152
Section 10.8		Reports by Independent Accountants	153
Section 10.9		Reports to Rating Agencies and Additional Recipients	154
Section 10.10		Procedures Relating to the Establishment of Accounts Controlled by the Trustee	154

Schedule 1	List of Collateral Obligations
Schedule 2	Moody’s Industry Classification Group List
Schedule 3	S&P Industry Classifications
Schedule 4	Diversity Score Classification
Schedule 5	Moody’s Rating Definitions
Schedule 6	S&P Recovery Rate Tables
Schedule 7	Approved Index List
Schedule 8	Form of Portfolio Acquisition and Sale Requirements Certification

Exhibit A	Forms of Notes
A-1-1	Form of Global Class A-1 Note
A-1-2	Form of Global Class A-2 Note
A-2	Form of Global Class B Note
A-3	Form of Global Class C Note
A-4	Form of Certificated Subordinated Note
A-5-1	Form of Certificated Class A-1 Note
A-5-2	Form of Certificated Class A-2 Note
A-6	Form of Certificated Class B Note
A-7	Form of Certificated Class C Note

Exhibit B	Forms of Transfer and Exchange Certificates
B-1	Form of Transferor Certificate for Transfer of Rule 144A Global Secured Note or Certificated Secured Note to Regulation S Global Secured Note
B-2	Form of Transferor Certificate for Transfer of Regulation S Global Secured Note or Certificated Secured Note to Rule 144A Global Secured Note
B-3	Form of Purchaser Representation Letter for Certificated Secured Notes
B-4	Form of Purchaser Representation Letter for Certificated Subordinated Notes
B-5	Form of Subordinated Note ERISA Certificate
B-6	Form of Transferee Certificate of Rule 144A Global Secured Note
B-7	Form of Transferee Certificate of Regulation S Global Secured Note
Exhibit C	Calculation of LIBOR
Exhibit D	Form of Note Owner Certificate
Exhibit E	Form of Direction of Reinvesting Holder
Exhibit F	Form of Asset Quality Matrix Notice
Exhibit G	Form of Weighted Average S&P Recovery Rate Notice

Minimum
Weighted			Minimum Diversity Score
Average Spread	30		35		40		45		50
3.50%		2522		2678		2815		2917		3005
3.75%		2575		2741		2878		2983		3069
4.00%		2629		2795		2942		3047		3122
4.25%		2688		2854		2995		3098		3161
4.50%		2746		2927		3050		3132		3186
4.75%		2800		2978		3069		3147		3210
5.00%		2859		3005		3083		3166		3235
5.25%		2912		3015		3108		3191		3259
5.50%		2951		3049		3137		3215		3279
			Weighted Average Moody’s Rating Factor

			Page

Section 10.11		Section 3(c)(7) Procedures	154

ARTICLE XI	APPLICATION OF MONIES		157

Section 11.1		Disbursements of Monies from Payment Account	157

ARTICLE XII	SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS		163

Section 12.1		Sales of Collateral Obligations	163
Section 12.2		Purchase of Additional Collateral Obligations	166
Section 12.3		Conditions Applicable to All Sale and Purchase Transactions	169

ARTICLE XIII	NOTEHOLDERS’ RELATIONS		170

Section 13.1		Subordination	170
Section 13.2		Standard of Conduct	170

ARTICLE XIV	MISCELLANEOUS		171

Section 14.1		Form of Documents Delivered to Trustee	171
Section 14.2		Acts of Holders	172
Section 14.3		Notices, etc., to Trustee, the Issuer, the Collateral Manager, Deutsche Bank Securities, the Collateral Administrator, the Paying Agent and each Rating Agency	172
Section 14.4		Notices to Holders; Waiver	174
Section 14.5		Effect of Headings and Table of Contents	175
Section 14.6		Successors and Assigns	175
Section 14.7		Severability	175
Section 14.8		Benefits of Indenture	175
Section 14.9		Legal Holidays	175
Section 14.10		Governing Law	175
Section 14.11		Submission to Jurisdiction	176
Section 14.12		WAIVER OF JURY TRIAL	176
Section 14.13		Counterparts	176
Section 14.14		Acts of Issuer	176
Section 14.15		Confidential Information	177
Section 14.16		Communications with Rating Agencies	178

ARTICLE XV	ASSIGNMENT OF CERTAIN AGREEMENTS		178

Section 15.1		Assignment of Collateral Management Agreement	178

										6-15
	Same Day			1-2 Days			3-5 Days			Days

Senior Secured Loans with a
Market Value of:
90% or more		100	%		93	%		92	%		88	%

below 90%		100	%		80	%		73	%		60	%

Other Collateral Obligations		100	%		89	%		85	%		75	%
with a Moody’s Rating of at
least “B3” and a Market
Value of 90% or more
All other Collateral		100	%		75	%		65	%		45	%
Obligations

% Limit			Country or Countries

	5.0	%	all countries (in the aggregate) other than the
			United States;

	5.0	%	Canada;

	2.5	%	all countries (in the aggregate) other than the
			United States, Canada and the United Kingdom;

	2.5	%	any individual Group I Country;

	2.0	%	all Group II Countries in the aggregate;

	2.0	%	any individual Group II Country;

	1.5	%	all Group III Countries in the aggregate;

	1.5	%	all Tax Jurisdictions in the aggregate; and

	1.0	%	any individual country other than the United States,
			the United Kingdom, Canada, the Netherlands, any
			Group II Country or any Group III Country.

Moody’s credit rating of
Selling Institution (at or	Aggregate Percentage	Individual Percentage
below)	Limit	Limit

Aaa	5.00%	5.00%
Aa1	5.00%	5.00%
Aa2	5.00%	5.00%
Aa3	5.00%	5.00%
A1	5.00%	2.00%
A2	5.00%	2.00%
A3 or below	0%	0%

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

Number of Moody’s
Ratings Subcategories
Difference Between the
Moody’s Rating and the
Moody’s Default	Moody’s Senior	Moody’s Non-Senior
Probability Rating	Secured Loans	Secured Loans
+2 or more	60%	45%
+1	50%	42.5%
0	45%	40%
-1	40%	30%
-2	30%	15%
-3 or less	20%	10%

Recovery Rating	Description of Recovery	Recovery Range (%)

1+	High expectation, full recovery	75-95
1	Very high recovery	65-95
2	Substantial recovery	50-85
3	Meaningful recovery	30-65
4	Average recovery	20-45
5	Modest recovery	5-25
6	Negligible recovery	2-10

		Individual
S&P’s credit rating of	Aggregate Percentage	Percentage
Selling Institution	Limit	Limit

AAA	5.00%	5.00%
AA+	5.00%	5.00%
AA	5.00%	5.00%
AA-	5.00%	5.00%
A+	5.00%	2.00%
A	5.00%	2.00%

Class Designation	A-1	A-2	B	C	Subordinated
Original Principal Amount or Face Amount1	U.S.$164,500,000	U.S.$25,000,000	U.S.$12,000,000	U.S.$18,000,000	U.S.$80,500,000
Stated Maturity	November 20, 2017	November 20, 2017	November 20, 2017	November 20, 2017	November 20, 2017
Fixed Rate Note	No	No	No	No	N/A
Interest Rate:
Floating Rate Note	Yes	Yes	Yes	Yes	N/A
Index	LIBOR	LIBOR	LIBOR	LIBOR	N/A
Index Maturity	3 month 2	3 month2	3 month2	3 month2	N/A
Spread	2.40%	2.40%	3.75%	4.75%	N/A
Initial Rating(s):
S&P	AAA	AAA	AA	A	None
Moody’s	Aaa	Aaa	Aa2	A2	None
Priority Classes	None	A-1	A-1, A-2	A-1, A-2, B	A-1, A-2, B, C
Junior Classes	A-2, B, C, Subordinated	B, C, Subordinated	C, Subordinated	Subordinated	None
Listed Notes	Yes	Yes	Yes	Yes	No
Interest deferrable	No	No	Yes	Yes	N/A

	DEUTSCHE BANK TRUST COMPANY
	AMERICAS,
	as Trustee

	By:
		Authorized Signatory

			Remaining principal
		Part of principal	amount of this [Rule
		amount of this [Rule	144A][Regulation S]
	Original principal	144A][Regulation S]	Global Secured Note
	amount of this [Rule	Global Secured Note	following such	Notation made by
Date exchange/	144A][Regulation S]	exchanged/redeemed/	exchange/redemption/	or on behalf of the
increase made	Global Secured Note	increased	increase	Issuer

A-2/[R][S]-1	[DATE]

CUSIP No.: [366558AB0]5[G38508AB6]6	Up to U.S.$25,000,000

ISIN No.: [US366558AB08]7[XS0551680837]8

B/[R][S]-1	[DATE]

CUSIP No.: [366558AC8]9[G38508AC4]10	Up to U.S.$12,000,000

ISIN No.: [US366558AC80]11[XS0551681488]12

C/[R][S]-1	[DATE]

CUSIP No.: [366558AD6]13[G38508AD2]14	Up to U.S.$18,000,000

ISIN No.: [US366558AD63]15[XS0551682452]16

S/R-1	[DATE]

CUSIP No.: [366557AB2]	U.S.$

ISIN No.: [US366557AB25]

	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Trustee

	By:
		Authorized Signatory

Date: _______________	Your Signature	__________________________
		(Sign exactly as your name
		appears in the security)

A-1/R-1	[DATE]

CUSIP No.: [366558AE4]	U.S.$[________]

ISIN No.: [US366558AE47]

A-2/R-1	[DATE]

CUSIP No.: [366558AF1]	U.S.$[_______]

ISIN No.: [US366558AF12]

Date: _______________	Your Signature
		(Sign exactly as your name appears
		in the security)

B/R-1	[DATE]

CUSIP No.: [366558AG9]	U.S.$[____________]

ISIN No.: [US366558AG94]

C/R-1	[DATE]

CUSIP No.: [366558AH7]	U.S.$[____________]

ISIN No.: [US366558AH77]

Address for notices:	Wire transfer information for payments:

	Bank:

	Address:

	Bank ABA#:

	Account #:

Telephone:	FAQ:

Facsimile:	Attention:

Attention:

cc:	Garrison Funding 2010-1 LLC
	c/o Puglisi & Associates
	850 Library Avenue, Suite 204
	Newark, Delaware 9711
	Attention: Don Puglisi
	Facsimile No.: (302) 738-7210

	[NAME OF BENEFICIAL OWNER]

	By:
		Name:
		Title: Authorized Signatory

[NAME OF REINVESTING HOLDER]

By:
	Name:
	Title: Authorized Signatory

GARRISON INVESTMENT GROUP LP,
as the Collateral Manager

By:
	Name:
	Title: