**Exhibit10.4**

 

 

GRAMERCY REAL ESTATE CDO 2006-1, LTD.,as Issuer

GRAMERCY REAL ESTATE CDO 2006-1 LLC,as Co-Issuer

GKK LIQUIDITY LLC,as Advancing Agent

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,as Trustee, Paying Agent, Calculation Agent, Transfer Agent,Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar

INDENTURE

Dated as of August 24, 2006

 

----

TABLE OF CONTENTS
|                                            | ** ** | ** **                                                                                    | ** ** | **Page**   |
|--------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|------------|
| ** **                                 | ** ** | ** **                                                                                    | ** ** | ** ** |
| ARTICLE 1                                  |       |                                                                                          |
|                                       |       |                                                                                          |       |       |
| DEFINITIONS                                |       |                                                                                          |
|                                       |       |                                                                                          |
| Section 1.1                                |       | Definitions                                                                                   |       | 3          |
| Section 1.2                                |       | Assumptions as to Pledged Obligations                                                         |       | 82         |
| Section 1.3                                |       | Interest Calculation Convention                                                               |       | 84         |
| Section 1.4                                |       | Rounding Convention                                                                           |       | 84         |
|                                       |       |                                                                                          |       |       |
| ARTICLE 2                                  |       |                                                                                          |
|                                       |       |                                                                                          |       |       |
| THE NOTES                                  |       |                                                                                          |
|                                       |       |                                                                                          |       |       |
| Section 2.1                                |       | Forms Generally                                                                               |       | 85         |
| Section 2.2                                |       | Forms of Notes and Certificate of Authentication                                              |       | 85         |
| Section 2.3                                |       | Authorized Amount; Stated Maturity; and  Denominations                                        |       | 86         |
| Section 2.4                                |       | Execution, Authentication, Delivery and Dating                                                |       | 87         |
| Section 2.5                                |       | Registration, Registration of Transfer and Exchange                                           |       | 88         |
| Section 2.6                                |       | Mutilated, Defaced, Destroyed, Lost or Stolen Note                                            |       | 96         |
| Section 2.7                                |       | Payment of Principal and Interest and Other Amounts;  Principal and Interest Rights Preserved |       | 97         |
| Section 2.8                                |       | Persons Deemed Owners                                                                         |       | 108        |
| Section 2.9                                |       | Cancellation                                                                                  |       | 109        |
| Section 2.10                               |       | Global Securities; Temporary Notes                                                            |       | 109        |
| Section 2.11                               |       | U.S. Tax Treatment of Notes                                                                   |       | 110        |
| Section 2.12                               |       | Authenticating Agents                                                                         |       | 111        |
| Section 2.13                               |       | Forced Sale on Failure to Comply with Restrictions                                            |       | 111        |
|                                       |       |                                                                                          |       |       |
| ARTICLE 3                                  |       |                                                                                          |
|                                       |       |                                                                                          |       |       |
| CONDITIONS  PRECEDENT; PLEDGED OBLIGATIONS |       |                                                                                          |
| Section 3.1                                |       | General Provisions                                                                            |       | 113        |
| Section 3.2                                |       | Security for Notes                                                                            |       | 115        |
| Section 3.3                                |       | Transfer of Pledged Obligations                                                               |       | 117        |

 

i

----

 
| ARTICLE 4                   |   |                                                                    |
|-----------------------------|--------|-------------------------------------------------------------------------|
|                        |   |                                                                    |   |   |
| SATISFACTION AND  DISCHARGE |   |                                                                    |
|                        |   |                                                                    |   |   |
| Section 4.1                 |   | Satisfaction and Discharge of Indenture                                 |   | 124 |
| Section 4.2                 |   | Application of Trust Money                                              |   | 125 |
| Section 4.3                 |   | Repayment of Monies Held by Paying Agent                                |   | 125 |
|                        |   |                                                                    |   |   |
| ARTICLE 5                   |   |                                                                    |
|                        |   |                                                                    |   |   |
| REMEDIES                    |   |                                                                    |
|                        |   |                                                                    |   |   |
| Section 5.1                 |   | Events of Default                                                       |   | 126 |
| Section 5.2                 |   | Acceleration of Maturity; Rescission and Annulment                      |   | 129 |
| Section 5.3                 |   | Collection of Indebtedness and Suits for Enforcement  by Trustee        |   | 131 |
| Section 5.4                 |   | Remedies                                                                |   | 135 |
| Section 5.5                 |   | Preservation of Assets                                                  |   | 137 |
| Section 5.6                 |   | Trustee May Enforce Claims Without Possession of  Notes                 |   | 138 |
| Section 5.7                 |   | Application of Money Collected                                          |   | 138 |
| Section 5.8                 |   | Limitation on Suits                                                     |   | 138 |
| Section 5.9                 |   | Unconditional Rights of Noteholders to Receive  Principal and Interest  |   | 139 |
| Section 5.10                |   | Restoration of Rights and Remedies                                      |   | 139 |
| Section 5.11                |   | Rights and Remedies Cumulative                                          |   | 140 |
| Section 5.12                |   | Delay or Omission Not Waiver                                            |   | 140 |
| Section 5.13                |   | Control by the Controlling Class                                        |   | 140 |
| Section 5.14                |   | Waiver of Past Defaults                                                 |   | 140 |
| Section 5.15                |   | Undertaking for Costs                                                   |   | 141 |
| Section 5.16                |   | Waiver of Stay or Extension Laws                                        |   | 141 |
| Section 5.17                |   | Sale of Assets                                                          |   | 142 |
| Section 5.18                |   | Action on the Notes                                                     |   | 143 |
|                        |   |                                                                    |   |   |
| ARTICLE 6                   |   |                                                                    |
|                        |   |                                                                    |   |   |
| THE TRUSTEE                 |   |                                                                    |
|                        |   |                                                                    |   |   |
| Section 6.1                 |   | Certain Duties and Responsibilities                                     |   | 144 |
| Section 6.2                 |   | Notice of Default                                                       |   | 146 |
| Section 6.3                 |   | Certain Rights of Trustee                                               |   | 146 |
| Section 6.4                 |   | Not Responsible for Recitals or Issuance of Notes                       |   | 148 |
| Section 6.5                 |   | May Hold Notes                                                          |   | 148 |
| Section 6.6                 |   | Money Held in Trust                                                     |   | 148 |
| Section 6.7                 |   | Compensation and Reimbursement                                          |   | 148 |
| Section 6.8                 |   | Corporate Trustee Required; Eligibility                                 |   | 150 |
| Section 6.9                 |   | Resignation and Removal; Appointment of Successor                       |   | 150 |
| Section 6.10                |   | Acceptance of Appointment by Successor                                  |   | 152 |
| Section 6.11                |   | Merger, Conversion, Consolidation or Succession to  Business of Trustee |   | 152 |

 

ii

----

 
| Section 6.12                                     |   | Co-Trustees and Separate Trustee                                     |   | 152    |
|--------------------------------------------------|--------|----------------------------------------------------------------------|--------|--------|
| Section 6.13                                     |   | Certain Duties of Trustee Related to Delayed Payment  of Proceeds    |   | 154    |
| Section 6.14                                     |   | Representations and Warranties of the Trustee                        |   | 154    |
| Section 6.15                                     |   | Requests for Consents                                                |   | 155    |
|                                             |   |                                                                 |   |   |
| ARTICLE 7                                        |   |                                                                 |
|                                             |   |                                                                 |   |   |
| COVENANTS                                        |   |                                                                 |
|                                             |   |                                                                 |   |   |
| Section 7.1                                      |   | Payment of Principal and Interest                                    |   | 156    |
| Section 7.2                                      |   | Maintenance of Office or Agency                                      |   | 156    |
| Section 7.3                                      |   | Money for Note Payments to be Held in Trust                          |   | 157    |
| Section 7.4                                      |   | Existence of the Issuer and Co-Issuer                                |   | 159    |
| Section 7.5                                      |   | Protection of Assets                                                 |   | 161    |
| Section 7.6                                      |   | Notice of Any Amendments                                             |   | 162    |
| Section 7.7                                      |   | Performance of Obligations                                           |   | 162    |
| Section 7.8                                      |   | Negative Covenants                                                   |   | 163    |
| Section 7.9                                      |   | Statement as to Compliance                                           |   | 165    |
| Section 7.10                                     |   | Issuer and Co-Issuer May Consolidate or Merge Only  on Certain Terms |   | 165    |
| Section 7.11                                     |   | Successor Substituted                                                |   | 168    |
| Section 7.12                                     |   | No Other Business                                                    |   | 168    |
| Section 7.13                                     |   | Reporting                                                            |   | 169    |
| Section 7.14                                     |   | Calculation Agent                                                    |   | 169    |
| Section 7.15                                     |   | Certain Tax Matters                                                  |   | 170    |
| Section 7.16                                     |   | Maintenance of Listing                                               |   | 170    |
| Section 7.17                                     |   | Purchase of Assets                                                   |   | 171    |
| Section 7.18                                     |   | Effective Date Actions                                               |   | 172    |
| Section 7.19                                     |   | Liquidity Tests                                                      |   | 173    |
|                                             |   |                                                                 |   |   |
| ARTICLE 8                                        |   |                                                                 |
|                                             |   |                                                                 |   |   |
| SUPPLEMENTAL  INDENTURES                         |   |                                                                 |
|                                             |   |                                                                 |   |   |
| Section 8.1                                      |   | Supplemental Indentures Without Consent of  Securityholders          |   | 175    |
| Section 8.2                                      |   | Supplemental Indentures with Consent of  Securityholders             |   | 177    |
| Section 8.3                                      |   | Execution of Supplemental Indentures                                 |   | 179    |
| Section 8.4                                      |   | Effect of Supplemental Indentures                                    |   | 180    |
| Section 8.5                                      |   | Reference in Notes to Supplemental Indentures                        |   | 180    |
| Section 8.6                                      |   | Certain Consents Required for all Supplemental  Indentures           |   | 180    |
|                                             |   |                                                                 |   |   |
| ARTICLE 9                                        |   |                                                                 |
|                                             |   |                                                                 |   |   |
| REDEMPTION OF  SECURITIES; REDEMPTION PROCEDURES |   |                                                                 |
|                                             |   |                                                                 |   |   |
| Section 9.1                                      |   | Clean-up Call; Tax Redemption and Optional  Redemption               |   | 181    |
| Section 9.2                                      |   | Auction Call Redemption                                              |   | 182    |

 

iii

----

 
| Section 9.3                         |   | Notice of Redemption                                                           |   | 183    |
|-------------------------------------|--------|--------------------------------------------------------------------------------|--------|--------|
| Section 9.4                         |   | Notice of Redemption or Maturity by the Issuer                                 |   | 184    |
| Section 9.5                         |   | Notes Payable on Redemption Date                                               |   | 185    |
| Section 9.6                         |   | Mandatory Redemption                                                           |   | 185    |
| Section 9.7                         |   | Special Amortization                                                           |   | 185    |
|                                |   |                                                                           |   |   |
| ARTICLE 10                          |   |                                                                           |
|                                |   |                                                                           |   |   |
| ACCOUNTS,  ACCOUNTINGS AND RELEASES |   |                                                                           |
|                                |   |                                                                           |
| Section 10.1                        |   | Collection of Money; Custodial Account                                         |   | 187    |
| Section 10.2                        |   | Collection Accounts                                                            |   | 187    |
| Section 10.3                        |   | Payment Account                                                                |   | 189    |
| Section 10.4                        |   | Unused Proceeds Account                                                        |   | 190    |
| Section 10.5                        |   | Delayed Funding Obligations Account                                            |   | 192    |
| Section 10.6                        |   | Expense Account                                                                |   | 193    |
| Section 10.7                        |   | Asset Hedge Account                                                            |   | 194    |
| Section 10.8                        |   | Suspense Account                                                               |   | 194    |
| Section 10.9                        |   | Future Funding Reserve Account                                                 |   | 195    |
| Section 10.10                       |   | Interest Advances                                                              |   | 195    |
| Section 10.11                       |   | Reports by Parties                                                             |   | 198    |
| Section 10.12                       |   | Reports; Accountings                                                           |   | 199    |
| Section 10.13                       |   | Release of Pledged Collateral Debt Securities;  Release of Assets              |   | 208    |
| Section 10.14                       |   | Reports by Independent Accountants                                             |   | 209    |
| Section 10.15                       |   | Reports to Rating Agencies                                                     |   | 210    |
| Section 10.16                       |   | [Reserved]                                                                     |   | 210    |
| Section 10.17                       |   | Certain Procedures                                                             |   | 210    |
|                                |   |                                                                           |   |   |
| ARTICLE 11                          |   |                                                                           |
|                                |   |                                                                           |   |   |
| APPLICATION OF  MONIES              |   |                                                                           |
|                                |   |                                                                           |   |   |
| Section 11.1                        |   | Disbursements of Monies from Payment Account                                   |   | 212    |
| Section 11.2                        |   | Trust Accounts                                                                 |   | 224    |
|                                |   |                                                                           |   |   |
| ARTICLE 12                          |   |                                                                           |
|                                |   |                                                                           |   |   |
| SALE OF  COLLATERAL DEBT SECURITIES |   |                                                                           |
|                                |   |                                                                           |   |   |
| Section 12.1                        |   | Sales of Collateral Debt Securities                                            |   | 225    |
| Section 12.2                        |   | Reinvestment Criteria and Trading Restrictions                                 |   | 228    |
| Section 12.3                        |   | Conditions Applicable to all Transactions Involving  Sale or Grant             |   | 230    |
| Section 12.4                        |   | Sale of Collateral Debt Securities with respect to  an Auction Call Redemption |   | 231    |
| Section 12.5                        |   | Modifications to Collateral Quality Tests or  Coverage Tests                   |   | 234    |

 

iv

----

 
| ARTICLE 13                                                                                                                                                 |   |                                                                                                                                                               |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| NOTEHOLDERS’  RELATIONS                                                                                                                               |   |                                                                                                                                                               |
| Section 13.1                                                                                                                                               |   | Subordination                                                                                                                                                      |   | 235 |
| Section 13.2                                                                                                                                               |   | Standard of Conduct                                                                                                                                                |   | 240 |
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| ARTICLE 14                                                                                                                                                 |   |                                                                                                                                                               |
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| MISCELLANEOUS                                                                                                                                              |   |                                                                                                                                                               |
|                                                                                                                                                       |   |                                                                                                                                                               |
| Section 14.1                                                                                                                                               |   | Form of Documents Delivered to the Trustee                                                                                                                         |   | 242 |
| Section 14.2                                                                                                                                               |   | Acts of Securityholders                                                                                                                                            |   | 243 |
| Section 14.3                                                                                                                                               |   | Notices, etc.,  to the Trustee, the Issuer, the Co-Issuer, the Collateral Manager, the  Initial Purchasers, each Hedge Counterparty and each Rating Agency         |   | 243 |
| Section 14.4                                                                                                                                               |   | Notices to Noteholders; Waiver                                                                                                                                     |   | 245 |
| Section 14.5                                                                                                                                               |   | Effect of Headings and Table of Contents                                                                                                                           |   | 246 |
| Section 14.6                                                                                                                                               |   | Successors and Assigns                                                                                                                                             |   | 246 |
| Section 14.7                                                                                                                                               |   | Severability                                                                                                                                                       |   | 246 |
| Section 14.8                                                                                                                                               |   | Benefits of Indenture                                                                                                                                              |   | 246 |
| Section 14.9                                                                                                                                               |   | Governing Law                                                                                                                                                      |   | 247 |
| Section 14.10                                                                                                                                              |   | Submission to Jurisdiction                                                                                                                                         |   | 247 |
| Section 14.11                                                                                                                                              |   | Counterparts                                                                                                                                                       |   | 247 |
| Section 14.12                                                                                                                                              |   | Liability of Co-Issuers                                                                                                                                            |   | 247 |
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| ARTICLE 15                                                                                                                                                 |   |                                                                                                                                                               |
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| ASSIGNMENT OF  COLLATERAL DEBT SECURITIES PURCHASE AGREEMENTS, COLLATERAL MANAGEMENT  AGREEMENT, ASSET SERVICING AGREEMENT AND THE CDO SERVICING AGREEMENT |   |                                                                                                                                                               |
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| Section 15.1                                                                                                                                               |   | Assignment of  Collateral Debt Securities Purchase Agreement, the Collateral Management  Agreements, the Asset Servicing Agreement and the CDO Servicing Agreement |   | 248 |
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| ARTICLE 16                                                                                                                                                 |   |                                                                                                                                                               |
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| HEDGE AGREEMENT                                                                                                                                            |   |                                                                                                                                                               |
|                                                                                                                                                       |   |                                                                                                                                                               |   |   |
| Section 16.1                                                                                                                                               |   | Issuer’s Obligations under Hedge Agreement                                                                                                                    |   | 251 |
| Section 16.2                                                                                                                                               |   | Collateral Debt Securities Purchase Agreements                                                                                                                     |   | 255 |
| Section 16.3                                                                                                                                               |   | Cure Rights                                                                                                                                                        |   | 255 |
| Section 16.4                                                                                                                                               |   | Purchase Right; Majority Preferred Shares Holder                                                                                                                   |   | 256 |
| Section 16.5                                                                                                                                               |   | Representations and Warranties Related to Subsequent  Collateral Debt Securities                                                                                   |   | 257 |

 

v

----

 
| Section 16.6    |   | Operating Advisor; Additional Debt                         |   | 259    |
|-----------------|--------|------------------------------------------------------------|--------|--------|
|            |   |                                                       |   |   |
| ARTICLE 17      |   |                                                       |
|            |   |                                                       |   |   |
| ADVANCING AGENT |   |                                                       |
|            |   |                                                       |   |   |
| Section 17.1    |   | Liability of the Advancing Agent                           |   | 260    |
| Section 17.2    |   | Merger or Consolidation of the Advancing Agent             |   | 260    |
| Section 17.3    |   | Limitation on Liability of the Advancing Agent and  Others |   | 260    |
| Section 17.4    |   | Representations and Warranties of the Advancing  Agent     |   | 261    |
| Section 17.5    |   | Resignation and Removal; Appointment of Successor          |   | 262    |
| Section 17.6    |   | Acceptance of Appointment by Successor Advancing  Agent    |   | 263    |

 

vi

----

 
| SCHEDULES  |                                                                                                                                                                                           |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                           |
| Schedule A | Moody’s Recovery Rate Assumptions                                                                                                                                                         |
| Schedule B | S&P Recovery Matrix                                                                                                                                                                        |
| Schedule C | S&P Non-Eligible Notching Asset Types                                                                                                                                                      |
| Schedule D | S&P Eligible Notching Asset Types                                                                                                                                                          |
| Schedule E | Gramercy Real Estate CDO 2006-1 Collateral Debt  Securities Listing                                                                                                                            |
| Schedule F | LIBOR                                                                                                                                                                                          |
| Schedule G | List of Authorized Officers of Collateral Manager                                                                                                                                              |
| Schedule H | Form of Representations and Warranties Re:  Collateral Debt Securities Consisting of Mortgage Loans                                                                                            |
| Schedule I | Form of Representations and Warranties Re:  Collateral Debt Securities Consisting of B Notes                                                                                                   |
| Schedule J | Form of Representations and Warranties Re:  Collateral Debt Securities Consisting of Participations                                                                                            |
| Schedule K | Form of Representations and Warranties Re:  Collateral Debt Securities Consisting of Mezzanine Loans                                                                                           |
| Schedule L | Form of Representations and Warranties Re:  Collateral Debt Securities Consisting of CRE CDO Securities, CMBS Securities  and Rake Bonds                                                       |
| Schedule M | Form of Representations and Warranties Re:  Collateral Debt Securities Consisting of Preferred Equity Securities                                                                               |
| Schedule N | Form of Representations and Warranties Re:  Collateral Debt Securities Collateralized by Healthcare Properties (including  skilled nursing facilities)                                         |
| Schedule O | [RESERVED]                                                                                                                                                                                     |
| Schedule P | Form of Participation Agreement Provision                                                                                                                                                      |
| Schedule Q | Primary Servicing Agreements                                                                                                                                                                   |
| Schedule R | Form of Representations and Warranties Re: Credit  Tenant Lease Loans                                                                                                                          |
|       |                                                                                                                                                                                           |
|       |                                                                                                                                                                                           |
| EXHIBITS   |                                                                                                                                                                                           |
|       |                                                                                                                                                                                           |
| Exhibit A  | Form of Global Security                                                                                                                                                                        |
| Exhibit B  | Form of Certificated Security                                                                                                                                                                  |
| Exhibit C  | Form of Transfer Certificate for (1) Transfer at the  Closing to a Regulation S Global Security or (2) Subsequent Transfer from a  Rule 144A Global Security to a Regulation S Global Security |
| Exhibit D  | Form of Transfer Certificate for (1) Transfer at the  Closing to a Rule 144A Global Security or (2) Subsequent Transfer from a  Regulation S Global Security to a Rule 144A Global Security    |

 

vii

----

 
| Exhibit E-1 | Form of Transfer Certificate for a Transfer from a  Certificated Rule 144A Security to a Certificated Regulation S Security |
|-------------|-----------------------------------------------------------------------------------------------------------------------------|
| Exhibit E-2 | Form of Transfer Certificate for a Transfer from a  Certificated Regulation S Security to a Certificated Rule 144A Security |
| Exhibit F   | Form of Liquidity Certification                                                                                             |
| Exhibit G   | Future Funding Report                                                                                                       |
| Exhibit H   | [RESERVED]                                                                                                                  |
| Exhibit I   | [RESERVED]                                                                                                                  |
| Exhibit J   | [RESERVED]                                                                                                                  |
| Exhibit K   | Form of Trust Receipt                                                                                                       |
| Exhibit L   | Form of Request for Release of Documents and Receipt                                                                        |
| Exhibit M   | Form of Information Request from Beneficial Owners  of Notes                                                                |
| Exhibit N   | Origination Agreement                                                                                                       |

 

viii

----

INDENTURE, dated as of August 24, 2006, by and among GRAMERCY REALESTATE CDO 2006-1, LTD., a Cayman Islands exempted company with limitedliability (the “Issuer”),GRAMERCY REAL ESTATE CDO 2006-1 LLC, a limited liability company formed underthe laws of Delaware (the “Co-Issuer”),WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, astrustee, paying agent, calculation agent, transfer agent, custodial securitiesintermediary, backup advancing agent and notes registrar (herein, together withits permitted successors and assigns in the trusts hereunder, the “Trustee”) and GKKLIQUIDITY LLC ( “GKK Liquidity”),a Delaware limited liability company, as advancing agent (herein, together withits permitted successors and assigns in the trusts hereunder, the “Advancing Agent”).

PRELIMINARYSTATEMENT

Each of the Issuer andthe Co-Issuer is duly authorized to execute and deliver this Indenture toprovide for the Notes issuable as provided in this Indenture.  All covenants and agreements made by theIssuer and Co-Issuer herein are for the benefit and security of the SecuredParties.  The Issuer, the Co-Issuer,Wells Fargo Bank, National Association, in its capacity other than as Trustee,and the Advancing Agent are entering into this Indenture, and the Trustee isaccepting the trusts created hereby, for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged.

All things necessary tomake this Indenture a valid agreement of the Issuer and Co-Issuer in accordancewith this Indenture’s terms have been done.

GRANTING CLAUSES

The Issuer hereby Grantsto the Trustee, for the benefit and security of the Secured Parties, all of itsright, title and interest in, to and under, in each case, whether now owned orexisting, or hereafter acquired or arising (other than Excepted Assets), (a)the Collateral Debt Securities listed in the Schedule of Closing DateCollateral Debt Securities which the Issuer purchases on the Closing Date andcauses to be delivered to the Trustee (directly or through an agent or bailee)herewith, all payments thereon or with respect thereto and all Collateral DebtSecurities which are delivered to the Trustee (directly or through an agent orbailee) after the Closing Date pursuant to the terms hereof (including theCollateral Debt Securities listed, as of the Effective Date, on the Schedule ofClosing Date Collateral Debt Securities delivered by the Issuer pursuant to Section7.17) and all payments thereon or with respect thereto, (b) the rights ofthe Issuer under each Hedge Agreement, (c) the Payment Account, the InterestCollection Account, the Principal Collection Account, the Asset Hedge Account,the Expense Account, the Unused Proceeds Account, the Delayed FundingObligations Account, the Custodial Account, each Hedge Collateral Account, eachHedge Termination Account and all Eligible Investments purchased with funds ondeposit therein, the Custodial Account and all related security entitlementsand all income from the investment of funds in any of the foregoing, (d) therights of the Issuer under each Collateral Debt Securities Purchase Agreement(including any Collateral Debt Securities Purchase Agreement entered into afterthe Closing Date), the Collateral Management Agreement, the Asset Servicing Agreement,the CDO Servicing Agreement and any other primary or special servicingagreement, (e) all Cash or

----

Money delivered to the Trustee (or its bailee) inrespect of the Notes or the Assets, (f) all other investment property,accounts, instruments and general intangibles in which the Issuer has aninterest, other than the Excepted Assets, (g) its rights in respect of theSuspense Account and the Future Funding Reserve Account and (h) all proceedswith respect to the foregoing clauses (a)-(f). The collateral described in the foregoing clauses (a)-(h) is referred toas the “Assets.”  For the avoidance ofdoubt, the Assets do not include the Excepted Assets.  Such Grants are made, however, in trust, tosecure the Notes and each Hedge Agreement, subject to the Priority of Payments,equally and ratably without prejudice, priority or distinction between any Noteand any other Note by reason of difference in time of issuance or otherwise,except as expressly provided in this Indenture, and to secure (i) the paymentof all amounts due on and in respect of the Notes and each Hedge Agreement inaccordance with their terms, (ii) the payment of all other sums payable underthis Indenture and (iii) compliance with the provisions of this Indenture, allas provided in this Indenture.  For theavoidance of doubt, the Assets shall not include the Excepted Assets.  The foregoing Grant shall, for the purpose ofdetermining the property subject to the lien of this Indenture (but not for thepurpose of determining compliance with any of the Coverage Tests or complianceby the Issuer with any of the other provisions hereof), be deemed to includeany securities and any investments granted by or on behalf of the Issuer to theTrustee for the benefit of the Noteholders and each Hedge Counterparty, whetheror not such securities or such investments satisfy the criteria set forth inthe definitions of “Collateral Debt Security” or “Eligible Investment,” as thecase may be.

Except to the extentotherwise provided in this Indenture, this Indenture shall constitute asecurity agreement under the laws of the State of New York applicable toagreements made and to be performed therein, for the benefit of the Noteholdersand each Hedge Counterparty.  Upon theoccurrence and during the continuation of any Event of Default hereunder, andin addition to any other rights available under this Indenture or any otherAssets held for the benefit and security of the Noteholders and each HedgeCounterparty or otherwise available at law or in equity but subject to theterms hereof, the Trustee shall have all rights and remedies of a secured partyon default under the laws of the State of New York and other applicable law toenforce the assignments and security interests contained herein and, inaddition, shall have the right, subject to compliance with any mandatoryrequirements of applicable law and the terms of this Indenture, to sell orapply any rights and other interests assigned or pledged hereby in accordancewith the terms hereof at public and private sale.

The Trustee acknowledgessuch Grants, accepts the trusts hereunder in accordance with the provisionshereof, and agrees to perform the duties herein in accordance with, and subjectto, the terms hereof, in order that the interests of the Secured Parties may beadequately and effectively protected in accordance with this Indenture.

2

----

**ARTICLE 1**

# **DEFINITIONS**

## Section 1.1             Definitions.

Except as otherwisespecified herein or as the context may otherwise require, the following termshave the respective meanings set forth below for all purposes of thisIndenture, and the definitions of such terms are equally applicable both to thesingular and plural forms of such terms and to the masculine, feminine andneuter genders of such terms.  The word “including”and its variations shall mean “including without limitation.”  Whenever any reference is made to an amountthe determination of which is governed by Section 1.2, the provisions ofSection 1.2 shall be applicable to such determination or calculation,whether or not reference is specifically made to Section 1.2, unlesssome other method of calculation or determination is expressly specified in theparticular provision. All references in this Indenture to designated “Articles,”“Sections,” “Subsections” and other subdivisions are to the designatedArticles, Sections, Subsections and other subdivisions of this Indenture asoriginally executed.  The words “herein,”“hereof,” “hereunder” and other words of similar import refer to this Indentureas a whole and not to any particular Article, Section, Subsection or othersubdivision.

“10% Limit”:  The meaning specified in Section 12.1(b)hereof.

“63rd Street Townhouse Loan”:  The Initial Collateral Debt Security known asthe 63rd Street Townhouse Loan.

“A Note”:  A promissory note secured by a mortgagedproperty that is not subordinate in right of payment to any separate promissorynote secured by the same mortgaged property.

“Above Cap Security”:  Any Collateral Debt Security, which initiallybore interest based upon a floating rate index subject to a cap (which, ifexceeded, would cause such Collateral Debt Security to bear interest at a fixedrate) and which currently bears interest at a fixed rate as a result of suchcap being exceeded, but only for so long as such cap is exceeded.

“Account”: Any of theInterest Collection Account, the Principal Collection Account, the UnusedProceeds Account, the Delayed Funding Obligations Account, the Payment Account,the Expense Account, the Custodial Account, each Hedge Termination Account, thePreferred Shares Distribution Account and each Hedge Collateral Account, andany subaccount thereof that the Trustee deems necessary or appropriate.

“Accountants’ Report”:  A report of a firm of Independent certifiedpublic accountants of recognized national reputation appointed by the Issuerpursuant to Section 10.14(a), which may be the firm of independentaccountants that reviews or performs procedures with respect to the financialreports prepared by the Issuer or the Collateral Manager.

3

----

“AccountsReceivable”:  Themeaning specified in Section 3.3(a)(vi) hereof.

“Acquired Property”:  Any real property located in metropolitan NewYork or Washington D.C. in which the Issuer acquires a direct or indirectinterest by foreclosure or other similar conveyance, or by transfer in lieuthereof, as a result of the Issuer’s ownership of a related Collateral DebtSecurity.

“Act” or “Act of Securityholders”:  The meaning specified in Section 14.2hereof.

“Advancing Agent”:  GKK Liquidity, unless a successor Personshall have become the Advancing Agent pursuant to the applicable provisions ofthis Indenture, and thereafter “Advancing Agent” shall mean such successorPerson.

“Advancing Agent Fee”:  The fee payable quarterly in arrears on eachPayment Date to the Advancing Agent in accordance with the Priority ofPayments, equal to 0.07% *per**annum* on the Aggregate Outstanding Amount of the Class ANotes and the Class B Notes on such Payment Date prior to giving effect todistributions with respect to such Payment Date.

“Advisers Act”: TheInvestment Advisers Act of 1940, as amended.

“Advisory Committee”:The meaning specified in the Collateral Management Agreement.

“Affiliate” or “Affiliated”:  With respect to a Person, (i) any otherPerson who, directly or indirectly, is in control of, or controlled by, or isunder common control with, such Person or (ii) any other Person who is adirector, Officer or employee (a) of such Person, (b) of any subsidiary orparent company of such Person or (c) of any Person described in clause (i)above.  For the purposes of thisdefinition, control of a Person shall mean the power, direct or indirect, (i)to vote more than 50% of the securities having ordinary voting power for theelection of directors of such Person, or (ii) to direct or cause the directionof the management and policies of such Person whether by contract or otherwise;provided**that (x) neither the CompanyAdministrator nor any other company, corporation or person to which the CompanyAdministrator provides directors and/or acts as share trustee shall be anAffiliate of the Issuer or Co-Issuer and (y) neither the Collateral Manager,Green Loan Services LLC, Gramercy Investment nor any of their respectivesubsidiaries shall be deemed to be Affiliates of the Issuer.

“Agent Members”:  Members of, or participants in, theDepository, Clearstream, Luxembourg or Euroclear.

“Aggregate Amortized Cost”:  With respect to any Interest Only Security orPrincipal Only Security, as of any date of determination (a) on the date ofacquisition thereof by the Issuer, the cost of purchase thereof and (b) on anydate thereafter, the present value of all remaining payments on such securitydiscounted to such date of determination as of each subsequent due date forsuch security at a discount rate per annum equal to the internal rate of returnon such security as calculated in good faith by the Collateral Manager at thetime of purchase thereof by the Issuer.

4

----

“AggregateCollateral Balance”: The aggregate Principal Balance of (i) Collateral Debt Securities, (ii)Eligible Investments purchased with Principal Proceeds and (iii) EligibleInvestments purchased with monies on deposit in the Unused Proceeds Accountthat have not been designated as Interest Proceeds by the Collateral Manager pursuantto Section 10.4(c).

“Aggregate Outstanding Amount”:  With respect to any Class or Classes ofNotes, the aggregate principal balance (excluding any Class C CapitalizedInterest, Class D Capitalized Interest, Class E Capitalized Interest, Class FCapitalized Interest, Class G Capitalized Interest, Class H CapitalizedInterest, Class J Capitalized Interest and Class K Capitalized Interest, as thecase may be) of such Class or Classes Outstanding at the date of determination.

“Aggregate Principal Balance”:When used with respect to any Pledged Collateral Debt Securities as of any dateof determination, the sum of the Principal Balances on such date ofdetermination of all such Pledged Collateral Debt Securities.

“Applicable Recovery Rate”:  The lower of the S&P Recovery Rate andthe Moody’s Recovery Rate, as applicable.

“ApprovedLender”:  The meaning specified inclause (xxxvi) of the definition of Eligibility Criteria.

“ARD Loan”:  A Loan with an anticipated repayment date,after which (if not repaid in full by such anticipated repayment date) the loanprovides for changes in payments and accrual of interest.

“Article 15 Agreement”:  The meaning specified in Section 15.1(a)hereof.

“Asset HedgeAccount”:  The account establishedpursuant to Section 10.7 hereof.

“Asset HedgeSchedule”:  With regard to eachNon-Quarterly Pay Asset, a schedule prepared by the Collateral Manager anddelivered to the Trustee and each of the Rating Agencies not less than oneBusiness Day prior to the date of acquisition thereof by the Issuer which setsforth with regard to such Non-Quarterly Pay Asset (x) the portion of eachscheduled payment of interest in respect of such Non-Quarterly Pay Asset thatis to be deposited in the Collection Account when received in cash by the Issuer,(y) the portion of such payment that is to be deposited in the Asset HedgeAccount on such date and (z) the amount that is to be transferred from theAsset Hedge Account to the Collection Account on or prior to the third BusinessDay prior to each quarterly Payment Date in respect of such Non-Quarterly PayAsset in accordance with the Indenture, such that such schedule will have theeffect of synthetically converting non-quarterly coupon payments in respect ofeach Non-Quarterly Pay Asset referred to therein into quarterly couponpayments.  The Asset Hedge Schedule maybe amended from time to time by the Collateral Manager; provided that writtennotice of any such amendments are delivered to the Trustee and the RatingAgencies.

“Asset Servicing Agreement”:  The asset servicing agreement, dated as ofthe Closing Date among the Issuer, Green Loan and the Collateral Manager.

5

----

“Assets”:  The meaning specified in the first paragraphof the Granting Clause of this Indenture.

“Assumed Portfolio”:  The portfolio with characteristics developedin accordance with the Eligibility Criteria and Collateral Quality Tests forpurposes of determining the Class A-1 Break Even Loss Rate, the Class A-2Break Even Loss Rate, the Class B Break-Even Loss Rate, the Class C Break-EvenLoss Rate, the Class D Break-Even Loss Rate, the Class E Break-Even Loss Rate,the Class F Break-Even Loss Rate, the Class G Break-Even Loss Rate, the Class HBreak-Even Loss Rate, the Class J Break-Even Loss Rate and the Class KBreak-Even Loss Rate.

“Auction”:  Any auction conducted in connection with anAuction Call Redemption.

“Auction Bid Date”:  The meaning specified in Section12.4(b)(ii) hereof.

“Auction Call Period”:  The meaning specified in Section 9.2(a)hereof.

“Auction Call Redemption”:  The meaning specified in Section 9.2(a)hereof.

“Auction Call Redemption Date”:  The meaning specified in Section 9.2(a)hereof.

“Auction Date”: Themeaning specified in Section 12.4(a)(i) hereof.

“Auction Procedures”:  The required procedures with respect to anAuction set forth in Section 12.4(b) hereof.

“Auction Purchase Agreement”:  The meaning specified in Section12.4(a)(iii) hereof.

“Auction Purchase Closing Date”:The meaning specified in Section 12.4(b)(v) hereof.

“Authenticating Agent”:  With respect to the Notes or a Class of theNotes, the Person designated by the Trustee to authenticate such Notes onbehalf of the Trustee pursuant to Section 2.12 hereof.

“Authorized Officer”:  With respect to the Issuer or Co-Issuer, anyOfficer (or attorney-in-fact appointed by the Issuer or the Co-Issuer) who isauthorized to act for the Issuer or Co-Issuer in matters relating to, andbinding upon, the Issuer or Co-Issuer. With respect to the Collateral Manager, the persons listed on *ScheduleG* hereto.  With respect to theTrustee or any other bank or trust company acting as trustee of an expresstrust or as custodian, a Trust Officer. Each party may receive and accept a certification of the authority ofany other party as conclusive evidence of the authority of any person to act,and such certification may be considered as in full force and effect untilreceipt by such other party of written notice to the contrary.

6

----

“AverageLife”:  On anyMeasurement Date with respect to any Collateral Debt Security (other than aDefaulted Security), the quotient obtained by dividing (i) the summing of theproducts of (a) the number of years (rounded to the nearest one tenth thereof)from such Measurement Date to the respective dates of each successive expecteddistribution of principal of such Collateral Debt Security and (b) therespective amounts of such expected distributions of principal by (ii) the sumof all successive expected distributions of principal on such Collateral DebtSecurity, calculated by the Collateral Manager.

“Backup Advancing Agent”:  Wells Fargo Bank, National Association, anational banking association, solely in its capacity as Backup Advancing Agenthereunder, or any successor Backup Advancing Agent; provided that anysuch successor Backup Advancing Agent must be a financial institution having along-term debt rating from each Rating Agency at least equal to “A-” or “A2,”as applicable, or a short-term debt rating at least equal to “A-1,” “P-1” or “F-1,”as applicable.

“Backup Advancing Agent Fee”:  The fee payable quarterly in arrears on eachPayment Date to the Trustee, in its capacity as Backup Advancing Agent, inaccordance with the Priority of Payments, equal to 0.00125% *per annum*on the Aggregate Outstanding Amount of the Class ANotes and the Class B Notes on such Payment Date prior to giving effect todistributions with respect to such Payment Date.

“Bailee Letter”:  The meaning specified in Section12.4(b)(v) hereof.

“Bank”:  Wells Fargo Bank, National Association, anational banking association, in its individual capacity and not as Trusteeand, if any Person is appointed as a successor Trustee, such Person in itsindividual capacity and not as Trustee.

“Bankruptcy Code”:  The federal Bankruptcy Code, Title 11 of theUnited States Code, as amended.

“Bearer Securities”:  The meaning specified in Section3.3(a)(iv) hereof.

“Benefit Plan”:  The meaning specified in Section2.5(g)(vi) hereof.

“B Note”:  A promissory note secured by a mortgage oncommercial real estate property that is subordinate in right of payment to oneor more separate promissory notes secured by a direct or beneficial interest inthe same property.

“Board of Directors”:  With respect to the Issuer, the directors ofthe Issuer duly appointed and, with respect to the Co-Issuer, the LLC Managersduly appointed by the sole member of the Co-Issuer or otherwise.

“Board Resolution”:  With respect to the Issuer, a resolution ofthe Board of Directors of the Issuer and, with respect to the Co-Issuer, aresolution or unanimous written consent of the LLC Managers or the sole memberof the Co-Issuer.

“Business Day”:  Any day other than (i) a Saturday or Sundayand (ii) a day on which commercial banks are authorized or required byapplicable law, regulation or executive

7

----

order to close in New York, New York or the locationof the Corporate Trust Office; provided that if any action is requiredof the Irish Paying Agent, then, for purposes of determining when such IrishPaying Agent action is required, Dublin, Ireland will be considered indetermining “Business Day.”

“Calculation Agent”:  The meaning specified in Section 7.14(a)hereof.

“Calculation Amount”:With respect to any Collateral Debt Security, at any time, the lesser of (a)the Market Value of such Collateral Debt Security and (b) the ApplicableRecovery Rate multiplied by the Principal Balance of such Collateral DebtSecurity.

“Cash”:  Such coin or currency of the United States ofAmerica as at the time shall be legal tender for payment of all public andprivate debts.

“Certificate of Authentication”:  The meaning specified in Section 2.1hereof.

“Certificated Note”:  Any of the Notes, as applicable, executed,authenticated and delivered in definitive non-global, fully registered formwithout interest coupons, pursuant to this Indenture.

“Certificated Security”:  A “certificated security” as defined inSection 8-102(a)(4) of the UCC.

“CDO ServicingAgreement”:  The servicing agreementdated as of the Closing Date, among the Issuer, Green Loan, the CollateralManager and Capmark Finance Inc.

“Class”:  The Class A-1 Notes, the Class A-2 Notes, theClass B Notes, the Class C Notes, the Class D Notes, the Class E Notes, theClass F Notes, the Class G Notes, the Class H Notes, the Class J Notes or theClass K Notes, as applicable.

“Class A Notes”:The Class A-1 Notes and the Class A-2 Notes, collectively.

“Class A-1 Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for the timelypayment of interest and the ultimate payment of principal of the Class A-1Notes.

“Class A-1 Defaulted InterestAmount”:  As of eachPayment Date, the accrued and unpaid amount due to holders of the Class A-1Notes on account of any shortfalls in the payment of the Class A-1 InterestDistribution Amount with respect to any preceding Payment Date or PaymentDates, together with interest accrued thereon (to the extent lawful).

“Class A-1 Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class A-1 Notes on account of interest equal to the product of(i) the Aggregate Outstanding Amount of the Class A-1 Notes with respect to therelated Interest Accrual Period, (ii) the actual number of days in suchInterest Accrual Period divided by 360 and (iii) the Class A-1 Rate.

8

----

“ClassA-1 Loss Differential”: At any time, the rate calculated by subtracting the Class A-1 ScenarioLoss Rate from the Class A-1 Break-Even Loss Rate at such time.

“Class A-1 Notes”:  The Class A-1 Senior Secured Floating RateTerm Notes, due 2041, issued by the Issuer and the Co-Issuer pursuant to thisIndenture.

“Class A-1 Rate”:  With respect to any Class A-1 Note, the *per annum*rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to three-month LIBOR for therelated Interest Accrual Period plus 0.26% *per annum*.

“Class A-1 Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class A-1 Notes byS&P, determined by application of the S&P CDO Monitor at such time.

“Class A-2Break-Even Loss Rate”:  At any time,the maximum percentage of defaults that the Assumed Portfolio should be able tosustain, which after giving effect to S&P’s assumptions on recoveries andtiming and to the Priority of Payments, will result in sufficient funds remainingfor the timely payment of interest and the ultimate payment of principal of theClass A-2 Notes.

“Class A-2 Defaulted Interest Amount”:  As of each Payment Date, the accrued andunpaid amount due to holders of the Class A-2 Notes on account of anyshortfalls in the payment of the Class A-2 Interest Distribution Amount withrespect to any preceding Payment Date or Payment Dates, together with interestaccrued thereon (to the extent lawful).

“Class A-2 Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class A-2 Notes on account of interest equal to the product of(i) the Aggregate Outstanding Amount of the Class A-2 Notes with respect to therelated Interest Accrual Period, (ii) the actual number of days in such InterestAccrual Period divided by 360 and (iii) the Class A-2 Rate.

“Class A-2 Loss Differential”:  At any time, the rate calculated bysubtracting the Class A-2 Scenario Loss Rate from the Class A-2 Break-Even LossRate at such time.

“Class A-2 Notes”:  The Class A-2 Second Priority Senior SecuredFloating Rate Term Notes, due 2041, issued by the Issuer and the Co-Issuerpursuant to this Indenture.

“Class A-2 Rate”:  With respect to any Class A-2 Note, the *per annum*rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the relatedInterest Accrual Period *plus* 0.30% *per annum*.

“Class A-2 Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class A-2 Notes byS&P, determined by application of the S&P CDO Monitor at such time.

9

----

“ClassA-2 Subordinated Interests”: The meaning specified in Section 13.1(a) hereof.

“Class A/B Coverage Tests”:The Class A/B Par Value Test and the Class A/B Interest Coverage Test.

“Class A/B Interest Coverage Ratio”:  The meaning specified under the definition of“Interest Coverage Ratio.”

“Class A/B Interest Coverage Test”:The test that will be deemed met as of any Measurement Date prior to theEffective Date and will be met as of any Measurement Date on or after theEffective Date on which any Class A Notes or Class B Notes remain Outstandingif the Class A/B Interest Coverage Ratio as of such Measurement Date is equalto or greater than 120.50%.

“Class A/B Par Value Ratio”:  As of any Measurement Date, the number(expressed as a percentage) calculated by dividing (a) the Net OutstandingPortfolio Balance on such Measurement Date by (b) the sum of the AggregateOutstanding Amount of the Class A Notes and the Class B Notes and the amount ofany unreimbursed Interest Advances.

“Class A/B Par Value Test”:  The test that will be deemed met as of anyMeasurement Date prior to the Effective Date and will be met as of anyMeasurement Date on or after the Effective Date on which any Class A Notes orClass B Notes remain Outstanding if the Class A/B Par Value Ratio on suchMeasurement Date is equal to or greater than 120.50%.

“Class B Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for the timelypayment of interest and the ultimate payment of principal of the Class B Notes.

“Class B Defaulted Interest Amount”:  As of each Payment Date, the accrued andunpaid amount due to holders of the Class B Notes on account of any shortfallsin the payment of the Class B Interest Distribution Amount with respect to anypreceding Payment Date or Payment Dates, together with interest accrued thereon(to the extent lawful).

“Class B Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class B Notes on account of interest equal to the product of (i)the Aggregate Outstanding Amount of the Class B Notes with respect to therelated Interest Accrual Period, (ii) the actual number of days in suchInterest Accrual Period divided by 360 and (iii) the Class B Rate.

“Class B Loss Differential”:  At any time, the rate calculated bysubtracting the Class B Scenario Loss Rate from the Class B Break-Even LossRate at such time.

“Class B Notes”:  The Class B Third Priority Floating Rate TermNotes, due 2041, issued by the Issuer and the Co-Issuer pursuant to thisIndenture.

10

----

“Class BRate”:  With respect toany Class B Note, the *per annum* rateat which interest accrues on such Note for any Interest Accrual Period, whichshall be equal to LIBOR for the related Interest Accrual Period plus 0.37% *per annum*.

“Class B Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class B Notes byS&P, determined by application of the S&P CDO Monitor at such time.

“Class B Subordinate Interests”:  The meaning specified in Section 13.1(b)hereof.

“Class C Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for theultimate payment of interest and principal of the Class C Notes.

“Class C Capitalized Interest”:  The meaning specified in Section 2.7(d)hereof.

“Class C Defaulted Interest Amount”:  On or after any Payment Date on which noClass A Notes or Class B Notes are Outstanding, any interest on the Class CNotes (other than Class C Capitalized Interest) that is due and payable but isnot punctually paid or duly provided for on or prior to the due date thereforand which remains unpaid, together with interest accrued thereon (to the extentlawful).

“Class C Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class C Notes on account of interest equal to the product of (i)the Aggregate Outstanding Amount (including any Class C Capitalized Interest)of the Class C Notes with respect to the related Interest Accrual Period, (ii)the actual number of days in such Interest Accrual Period divided by 360 and(iii) the Class C Rate.

“Class C Loss Differential”:  At any time, the rate calculated bysubtracting the Class C Scenario Loss Rate from the Class C Break-Even LossRate at such time.

“Class C Notes”:  The Class C Fourth Priority Floating RateCapitalized Interest Term Notes, due 2041, issued by the Issuer and theCo-Issuer pursuant to this Indenture.

“Class C Rate”:  With respect to any Class C Note, the *per annum*rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the relatedInterest Accrual Period *plus* 0.52% *per annum*.

“Class C Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class C Notes byS&P, determined by application of the S&P CDO Monitor at such time.

“Class C Subordinate Interests”:  The meaning specified in Section 13.1(c)hereof.

11

----

“Class C/D/E Coverage Tests”:The Class C/D/E Par Value Test and the Class C/D/E Interest Coverage Test.

“Class C/D/E Interest Coverage Ratio”:  The meaning specified in the definition of “InterestCoverage Ratio.”

“Class C/D/E Interest Coverage Test”:The test that will be deemed met as of any Measurement Date prior to theEffective Date and will be met as of any Measurement Date on or after theEffective Date on which any Class C Notes, Class D Notes or Class E Notesremain Outstanding if the Class C/D/E Interest Coverage Ratio as of suchMeasurement Date is equal to or greater than 110.15%.

“Class C/D/E Par Value Ratio”:As of any Measurement Date, the number (expressed as a percentage) calculatedby dividing (a) the Net Outstanding Portfolio Balance on such Measurement Dateby (b) the sum of the Aggregate Outstanding Amount (including any Class CCapitalized Interest , Class D Capitalized Interest and Class E CapitalizedInterest) of the Class A Notes, the Class B Notes, the Class C Notes, the ClassD and Class E Notes and the amount of any unreimbursed Interest Advances.

“Class C/D/E Par Value Test”:The test that will be deemed met as of any Measurement Date prior to the EffectiveDate and will be met as of any Measurement Date on or after the Effective Dateon which any Class C Notes, Class D Notes or Class E Notes remain Outstandingif the Class C/D/E Par Value Ratio on such Measurement Date is equal to orgreater than 110.15%.

“Class D Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for theultimate payment of interest and principal of the Class D Notes.

“Class D Capitalized Interest”:The meaning specified in Section 2.7(e) hereof.

“Class D Defaulted Interest Amount”:  On or after any Payment Date on which noClass A Notes, Class B Notes or Class C Notes are Outstanding, any interest onthe Class D Notes (other than Class D Capitalized Interest) that is due andpayable but is not punctually paid or duly provided for on or prior to the duedate therefor and which remains unpaid, together with interest accrued thereon(to the extent lawful).

“Class D Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class D Notes on account of interest equal to the product of (i)the Aggregate Outstanding Amount (including any Class D Capitalized Interest)of the Class D Notes with respect to the related Interest Accrual Period, (ii)the actual number of days in such Interest Accrual Period divided by 360 and(iii) the Class D Rate.

“Class D Loss Differential”:  At any time, the rate calculated bysubtracting the Class D Scenario Loss Rate from the Class D Break-Even LossRate at such time.

12

----

“Class DNotes”:  The Class DFifth Priority Floating Rate Capitalized Interest Term Notes, due 2041, issuedby the Issuer and the Co-Issuer pursuant to this Indenture.

“Class D Rate”:  With respect to any Class D Note, the *per annum* rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the related InterestAccrual Period *plus* 0.56% *per annum*.

“Class D Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class D Notes byS&P, determined by application of the S&P CDO Monitor at such time.

“Class DSubordinate Interests”:  The meaningspecified in Section 13.1(d) hereof.

“Class E Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for theultimate payment of interest and principal of the Class E Notes.

“Class E Capitalized Interest”:  The meaning specified in Section 2.7(f)hereof.

“Class E Defaulted Interest Amount”:  On or after any Payment Date on which noClass A Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding,any interest on the Class E Notes (other than Class E Capitalized Interest)that is due and payable but is not punctually paid or duly provided for on orprior to the due date therefor and which remains unpaid, together with interestaccrued thereon (to the extent lawful).

“Class E Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class E Notes on account of interest equal to the product of (i)the Aggregate Outstanding Amount (including any Class E Capitalized Interest)of the Class E Notes with respect to the related Interest Accrual Period, (ii)the actual number of days in such Interest Accrual Period divided by 360 and(iii) the Class E Rate.

“Class E Loss Differential”:  At any time, the rate calculated bysubtracting the Class E Scenario Loss Rate from the Class E Break-Even LossRate at such time.

“Class E Notes”:  The Class E Sixth Priority Floating RateCapitalized Interest Term Notes, due 2041, issued by the Issuer and theCo-Issuer pursuant to this Indenture.

“Class E Rate”:  With respect to any Class E Note, the *per annum*rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the relatedInterest Accrual Period *plus* 0.70% *per annum*.

“Class E Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class E Notes byS&P, determined by application of the S&P CDO Monitor at such time.

13

----

“Class E Subordinate Interests”:  The meaning specified in Section 13.1(e)hereof.

“Class F Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for theultimate payment of interest and principal of the Class F Notes.

“Class F Capitalized Interest”:The meaning specified in Section 2.7(g) hereof.

“Class F Defaulted Interest Amount”:  On or after any Payment Date on which noClass A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes areOutstanding, any interest on the Class F Notes (other than Class F CapitalizedInterest) that is due and payable but is not punctually paid or duly providedfor on or prior to the due date therefor and which remains unpaid, togetherwith interest accrued thereon (to the extent lawful).

“Class F Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class F Notes on account of interest equal to the product of (i)the Aggregate Outstanding Amount (including any Class F Capitalized Interest)of the Class F Notes with respect to the related Interest Accrual Period, (ii)the actual number of days in such Interest Accrual Period divided by 360 and(iii) the Class F Rate.

“Class F Loss Differential”:  At any time, the rate calculated bysubtracting the Class F Scenario Loss Rate from the Class F Break-Even LossRate at such time.

“Class F Notes”:  The Class F Seventh Priority Floating RateCapitalized Interest Term Notes, due 2041, issued by the Issuer and theCo-Issuer pursuant to this Indenture.

“Class F Rate”:  With respect to any Class F Note, the *per annum* rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the relatedInterest Accrual Period *plus* 1.00% *per annum*.

“Class F Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class F Notes byS&P, determined by application of the S&P CDO Monitor at such time.

“Class FSubordinate Interests”:  The meaningspecified in Section 13.1(f) hereof.

“ClassF/G/H Coverage Tests”: The Class F/G/H Par Value Test and theClass F/G/H Interest Coverage Test.

“Class F/G/H Interest Coverage Ratio”:  The meaning specified in the definition of “InterestCoverage Ratio”.

“Class F/G/H Interest Coverage Test”:The test that will be deemed met as of any Measurement Date prior to theEffective Date and will be met as of any Measurement Date on or after theEffective Date on which any Class F Notes, Class G Notes or Class H Notesremain

14

----

Outstanding if the Class F/G/HInterest Coverage Ratio as of such Measurement Date is equal to or greater than105.15%.

“Class F/G/H Par Value Ratio”:As of any Measurement Date, the number (expressed as a percentage) calculatedby dividing (a) the Net Outstanding Portfolio Balance on such Measurement Dateby (b) the sum of the Aggregate Outstanding Amount (including any Class CCapitalized Interest, Class D Capitalized Interest, Class E CapitalizedInterest, Class F Capitalized Interest, Class G Capitalized Interest and ClassH Capitalized Interest) of the Class A Notes, the Class B Notes, the Class CNotes, the Class D Notes, the Class E Notes, the Class F Notes, the Class GNotes and the Class H Notes and the amount of any unreimbursed InterestAdvances.

“Class F/G/H Par Value Test”:The test that will be deemed met as of any Measurement Date prior to theEffective Date and will be met as of any Measurement Date on or after theEffective Date on which any Class F Notes, Class G Notes or Class H Notesremain Outstanding if the Class F/G/H ParValue Ratio on such Measurement Date is equal to or greater than 105.15%.

“Class G Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for theultimate payment of interest and principal of the Class G Notes.

“Class G Capitalized Interest”:  The meaning specified in Section 2.7(h)hereof.

“Class G Defaulted Interest Amount”:  On or after any Payment Date on which noClass A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes orClass F Notes are Outstanding, any interest on the Class G Notes (other thanClass G Capitalized Interest) that is due and payable but is not punctuallypaid or duly provided for on or prior to the due date therefor and whichremains unpaid, together with interest accrued thereon (to the extent lawful).

“Class G Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class G Noteson account of interest equal to the product of (i) the Aggregate OutstandingAmount (including any Class G Capitalized Interest) of the Class G Notes withrespect to the related Interest Accrual Period, (ii) the actual number of daysin such Interest Accrual Period divided by 360 and (iii) the Class G Rate.

“Class G Loss Differential”:  At any time, the rate calculated bysubtracting the Class G Scenario Loss Rate from the Class G Break-Even LossRate at such time.

“Class G Notes”:  The Class G Eighth Priority Floating RateCapitalized Interest Term Notes, due 2041, issued by the Issuer and theCo-Issuer pursuant to this Indenture.

“Class G Rate”:  With respect to any Class G Note, the *per annum*rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the relatedInterest Accrual Period *plus* 1.20% *per annum*.

15

----

“Class GScenario Loss Rate”: At any time, an estimate of the cumulative default rate for the CurrentPortfolio or the Proposed Portfolio, as applicable, consistent with the thencurrent rating of the Class G Notes by S&P, determined by application ofthe S&P CDO Monitor at such time.

“Class GSubordinate Interests”:  The meaning specifiedin Section 13.1(g), hereof.

“Class H Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to the Priorityof Payments, will result in sufficient funds remaining for the ultimate paymentof interest and principal of the Class H Notes.

“Class H Capitalized Interest”:  The meaning specified in Section 2.7(i)hereof.

“Class H Defaulted Interest Amount”:  On or after any Payment Date on which noClass A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes,Class F Notes or Class G Notes are Outstanding, any interest on the Class HNotes (other than Class H Capitalized Interest) that is due and payable but isnot punctually paid or duly provided for on or prior to the due date thereforand which remains unpaid, together with interest accrued thereon (to the extentlawful).

“Class H Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class H Noteson account of interest equal to the product of (i) the Aggregate OutstandingAmount (including any Class H Capitalized Interest) of the Class H Notes withrespect to the related Interest Accrual Period, (ii) the actual number of daysin such Interest Accrual Period divided by 360 and (iii) the Class H Rate.

“Class H Loss Differential”:  At any time, the rate calculated bysubtracting the Class H Scenario Loss Rate from the Class H Break-Even LossRate at such time.

“Class H Notes”:  The Class H Ninth Priority Floating RateCapitalized Interest Term Notes, due 2041, issued by the Issuer and theCo-Issuer pursuant to this Indenture.

“Class H Rate”:  With respect to any Class H Note, the *per annum*rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the relatedInterest Accrual Period *plus* 1.50% *per annum*.

“Class H Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class H Notes byS&P, determined by application of the S&P CDO Monitor at such time.

“Class HSubordinate Interests”:  The meaningspecified in Section 13.1(h) hereof.

“Class J Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s

16

----

assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for theultimate payment of interest and principal of the Class J Notes.

“Class J Capitalized Interest”:  The meaning specified in Section 2.7(j)hereof.

“Class J Defaulted Interest Amount”:  On or after any Payment Date on which noClass A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes,Class F Notes, Class G Notes or Class H Notes are Outstanding, any interest onthe Class J Notes (other than Class J Capitalized Interest) that is due andpayable but is not punctually paid or duly provided for on or prior to the duedate therefor and which remains unpaid, together with interest accrued thereon(to the extent lawful).

“Class J Interest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class J Noteson account of interest equal to the product of (i) the Aggregate OutstandingAmount (including any Class J Capitalized Interest) of the Class J Notes withrespect to the related Interest Accrual Period, (ii) the actual number of daysin such Interest Accrual Period divided by 360 and (iii) the Class J Rate.

“Class J Loss Differential”:  At any time, the rate calculated bysubtracting the Class J Scenario Loss Rate from the Class J Break-Even LossRate at such time.

“Class J Notes”:  The Class J Tenth Priority Floating RateCapitalized Interest Term Notes, due 2041, issued by the Issuer and theCo-Issuer pursuant to this Indenture.

“Class J Rate”:  With respect to any Class J Note, the *per annum*rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the relatedInterest Accrual Period *plus* 3.25% *per annum*.

“Class J Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with the then current rating of the Class J Notes byS&P, determined by application of the S&P CDO Monitor at such time.

“Class JSubordinate Interests”:  The meaningspecified in Section 13.1(i) hereof.

“Class K Break-Even Loss Rate”:  At any time, the maximum percentage ofdefaults that the Assumed Portfolio should be able to sustain, which aftergiving effect to S&P’s assumptions on recoveries and timing and to thePriority of Payments, will result in sufficient funds remaining for theultimate payment of interest and principal of the Class K Notes.

“Class K Capitalized Interest”:  The meaning specified in Section 2.7(k)hereof.

“Class K Defaulted Interest Amount”:  On or after any Payment Date on which noClass A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes,Class F Notes, Class G Notes, Class H Notes or Class J Notes are Outstanding,any interest on the Class K Notes (other than Class K Capitalized Interest)that is due and payable but is not punctually paid or duly provided for on orprior to the due date therefor and which remains unpaid, together with interestaccrued thereon (to the extent lawful).

17

----

“Class KInterest Distribution Amount”:  On each Payment Date, the amount due toHolders of the Class K Notes on account of interest equal to the product of (i)the Aggregate Outstanding Amount (including any Class K Capitalized Interest)of the Class K Notes with respect to the related Interest Accrual Period, (ii)the actual number of days in such Interest Accrual Period divided by 360 and(iii) the Class K Rate.

“Class K Loss Differential”:  At any time, the rate calculated bysubtracting the Class K Scenario Loss Rate from the Class K Break-Even LossRate at such time.

“Class K Notes”:  The Class K Eleventh Priority Floating RateCapitalized Interest Term Notes, due 2041, issued by the Issuer and theCo-Issuer pursuant to this Indenture.

“Class K Rate”:  With respect to any Class K Note, the *per annum*rate at which interest accrues on such Note forany Interest Accrual Period, which shall be equal to LIBOR for the relatedInterest Accrual Period *plus* 6.75% *per annum*.

“Class K Scenario Loss Rate”:  At any time, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, as applicable,consistent with the then current rating of the Class K Notes by S&P,determined by application of the S&P CDO Monitor at such time.

“Class KSubordinate Interests”:  The meaningspecified in Section 13.1(j) hereof.

“Clean-up Call”:  The meaning specified in Section 9.1hereof.

“Clearing Agency”: Anorganization registered as a “clearing agency” pursuant to Section 17A of theExchange Act.

“ClearingCorporation”:  The meaning specifiedin Section 8-102(a)(5) of the UCC.

“Clearing Corporation Security”:A security subject to book-entry transfers and pledges deposited with theClearing Agency.

“Clearstream”:Clearstream Banking, société anonyme, a limited liability company organizedunder the laws of the Grand Duchy of Luxembourg.

“Closing”:  The transfer of any Note to the initialregistered Holder of such Note.

“Closing Date”:  August 24, 2006.

“CMBS Conduit Securities”:Collateral Debt Securities (A) issued by a single-seller or multi-sellerconduit under which the holders of such Collateral Debt Securities haverecourse to a specified pool of assets (but not other assets held by theconduit that support payments on other series of securities) and (B) thatentitle the holders thereof to receive payments that depend (except for rightsor other assets designed to assure the servicing or timely distribution ofproceeds to holders of the Collateral Debt Securities) on the cash flow from apool of commercial mortgage loans generally having the followingcharacteristics: (i) the commercial

18

----

mortgage loans have varying contractual maturities;(ii) the commercial mortgage loans are secured by real property purchased orimproved with the proceeds thereof (or to refinance an outstanding loan theproceeds of which were so used); (iii) the commercial mortgage loans areobligations of a relatively limited number of obligors (with thecreditworthiness of individual obligors being less material than for CMBS LargeLoan Securities) and accordingly represent a relatively undiversified pool ofobligor credit risk; (iv) upon original issuance of such Collateral DebtSecurities no five commercial mortgage loans account for more than 20% of theaggregate principal balance of the entire pool of commercial mortgage loanssupporting payments on such securities; and (v) repayment thereof can varysubstantially from the contractual payment schedule (if any), with earlyprepayment of individual loans depending on numerous factors specific to theparticular obligors and upon whether, in the case of loans bearing interest ata fixed rate, such loans or securities include an effective prepayment premium.

“CMBS Large Loan Securities”:  Collateral Debt Securities (other than CMBSConduit Securities) that entitle the holders thereof to receive payments thatdepend (except for rights or other assets designed to assure the servicing ortimely distribution of proceeds to holders of the Collateral Debt Securities)on the cash flow from a pool of commercial mortgage loans made to finance theacquisition, construction and improvement of properties.  They generally have the followingcharacteristics: (i) the commercial mortgage loans have varying contractualmaturities; (ii) the commercial mortgage loans are secured by real propertypurchased or improved with the proceeds thereof (or to refinance one or moreoutstanding loans the proceeds of which were so used); (iii) the commercialmortgage loans are obligations of a relatively limited number of obligors andaccordingly represent a relatively undiversified pool of obligor credit risk;(iv) repayment thereof can vary substantially from the contractual paymentschedule (if any), with early prepayment of individual loans depending onnumerous factors specific to the particular obligors and upon whether, in thecase of loans bearing interest at a fixed rate, such loans or securitiesinclude an effective prepayment premium; and (v) the valuation of individualproperties securing the commercial mortgage loans is the primary factor in anydecision to invest in those securities.

“CMBS Security”: A CMBSConduit Security or a CMBS Large Loan Security, as the case may be, butexcluding any Single Asset Mortgage Security, Single Borrower Mortgage Securityor Rake Bond.

“Co-Issuer”:  Gramercy Real Estate CDO 2006-1 LLC, alimited liability company formed under the laws of Delaware, until a successorPerson shall have become the Co-Issuer pursuant to the applicable provisions ofthis Indenture, and thereafter “Co-Issuer” shall mean such successor Person.

“Co-Issuers”:  The Issuer and the Co-Issuer.

“Code”:  The United States Internal Revenue Code of1986, as amended.

“Collateral Debt Securities PurchaseAgreement”: The collateral debt securities purchase agreemententered into on or about the Closing Date and any other collateral debtsecurities purchase agreement entered into after the Closing Date if a purchaseagreement is

19

----

necessary to comply with this Indenture, whichagreement is assigned to the Trustee pursuant to this Indenture.

“Collateral Debt Security”and “Collateral Debt Securities”:  Any loan, security or other obligation (otherthan Eligible Investments) owned by the Issuer (including those acquired afterthe Closing Date) that complied with the Eligibility Criteria at the time theIssuer entered into the irrevocable binding commitment to purchase such loan,security or other obligation in the case of the purchase of any CMBS Security,REIT Debt Security and CRE CDO Security and (ii) the date of purchase of suchloan, security or other obligation in the case of the purchase of any otherSpecified Type of asset.

“Collateral Management Agreement”:  The Collateral Management Agreement, dated asof the Closing Date, by and between the Issuer and the Collateral Manager, asamended, supplemented or otherwise modified from time to time in accordancewith its terms.

“CollateralManagement Fee”:  The SeniorCollateral Management Fee and the Subordinate Collateral Management Fee.

“Collateral Manager”:  GKK Manager LLC, each of GKK Manager LLC’spermitted successors and assigns or any successor Person that shall have becomethe Collateral Manager pursuant to the provisions of the Collateral ManagementAgreement and thereafter “Collateral Manager” shall mean such successor Person.

“Collateral Manager Servicing Standard”:  With respect to the Collateral Manager, to managethe Collateral Debt Securities that such Person is obligated to service andadminister pursuant to this Indenture and the Collateral Management Agreement(i) in accordance with (A) the higher of the following standards of care:  (1) customary and usual standards of practiceof prudent institutional commercial mortgage lenders servicing their own assetscomparable to the Collateral Debt Securities and (2) the same manner in which,and with the same care, skill, prudence and diligence with which, the CollateralManager manages assets comparable to the Collateral Debt Securities for its ownaccount; (B) applicable law and (C) the terms of this Indenture, the CollateralManagement Agreement and the terms of each such Collateral Debt Security andthe related Underlying Instruments and (ii) without regard to (A) anyrelationship, including as lender on any other debt, that the CollateralManager or any Affiliate of the Collateral Manager, may have with theunderlying borrower, or any Affiliate of the borrower, or any other party tothis Indenture (or any agreements relating to this Indenture); (B) the identityof the party that will be required to fund any Cure Advance, (C) the electionby the Collateral Manager whether or not to make Cure Advances from time totime; (D) the right of the Collateral Manager or any Affiliate thereof, toreceive compensation or reimbursement of costs hereunder generally or withrespect to any particular transaction (including, without limitation, anytransaction related to the Collateral Management Agreement); (E) the ownership,servicing or management for others of any security not subject to thisIndenture by the Collateral Manager or any Affiliate thereof or the obligationof any Affiliate of the Collateral Manager to repurchase the Collateral DebtSecurity; and (F) the ownership of any Notes by the Collateral Manager or anyAffiliate thereof.

20

----

“Collateral Quality Test Modification”:  The meaning specified in Section 12.5 hereof.

“Collateral Quality Tests”:  The tests that are satisfied if, as of thedate of acquisition (or, in the case of an acquisition of any CMBS Security,REIT Debt Security or CRE CDO Security, the date on which the Issuerirrevocably commits to purchase such security) or disposition of any otherCollateral Debt Security or any Measurement Date, in the aggregate, theCollateral Debt Securities purchased or irrevocably committed to be purchased(and not sold) shall comply with all of the requirements set forth below:

(i)            the Aggregate Principal Balance ofCollateral Debt Securities backed or otherwise invested in properties locatedin any single U.S. state does not exceed the greater of (x) 20% of theAggregate Collateral Balance and (y) $200,000,000, except that (A) the greaterof (x) 55% of the Aggregate Collateral Balance and (y) $550,000,000 may consistof Collateral Debt Securities backed or otherwise invested in propertieslocated in the State of New York, (B) the greater of (x) 50% of the AggregateCollateral Balance and (y) $500,000,000 may consist of Collateral DebtSecurities backed or otherwise invested in properties located in the State ofCalifornia, (C) the greater of (x) 35% of the Aggregate Collateral Balance (or40% of the Aggregate Collateral Balance, if none of the Collateral DebtSecurities are backed or otherwise invested in properties located in thesouthern region of the State of California) and (y) $350,000,000 (or$400,000,000, if none of the Collateral Debt Securities are backed or otherwiseinvested in properties located in the southern region of the State ofCalifornia) may consist of Collateral Debt Securities backed or otherwiseinvested in properties located in the northern region of the State ofCalifornia, (D) the greater of (x) 35% of the Aggregate Collateral Balance (or40% of the Aggregate Collateral Balance, if none of the Collateral DebtSecurities are backed or otherwise invested in properties located in thenorthern region of the State of California) and (y) $350,000,000 (or$400,000,000, if none of the Collateral Debt Securities are backed or otherwiseinvested in properties located in the northern region of the State ofCalifornia) may consist of Collateral Debt Securities backed or otherwiseinvested in properties located in the southern region of the State ofCalifornia, (E) the greater of (x) 40% of the Aggregate Collateral Balance and(y) $400,000,000 may consist of Collateral Debt Securities backed or otherwiseinvested in properties located in Washington D.C. and (F) the greater of (x)25% of the Aggregate Collateral Balance and (y) $250,000,000 may consist ofCollateral Debt Securities backed or otherwise invested in properties locatedin the State of Texas;

(ii)           the Aggregate Principal Balance ofCMBS Securities and REIT Debt Securities does not exceed the greater of (A) 15%of the Aggregate Collateral Balance and (B) $150,000,000;

(iii)          the Aggregate Principal Balance of CRECDO Securities does not exceed the greater of (A) 2% of the AggregateCollateral Balance and (B) $20,000,000;

21

----

(iv)          the Aggregate Principal Balance ofSubordinate Whole Loans does not exceed the greater of (A) 15% of the AggregateCollateral Balance and (B) $150,000,000;

(v)           the Aggregate Principal Balance ofall Collateral Debt Securities issued by any single issuer does not exceed thegreater of (A) $100,000,000 and (B) 10% of the Aggregate Collateral Balance (providedthat, for the avoidance of doubt, with respect to any Loan, the issuer of suchLoan shall be deemed to be the borrower of such Loan);

(vi)          the Aggregate Principal Balance of allNon-Quarterly Pay Assets (where such frequency is not hedged) does not exceedthe greater of (A) 5% of the Aggregate Collateral Balance and (B) $50,000,000;

(vii)         the Aggregate Principal Balance of allCollateral Debt Securities with respect to which all or substantially all ofthe underlying property is located in Aruba, the Bahamas, Bermuda, the BritishVirgin Islands, Canada, the Cayman Islands, the Channel Islands, Guernsey,Jersey, Luxembourg, Mexico or the Netherlands Antilles does not exceed thegreater of (A) $50,000,0000 and (B) 5% of the Aggregate Collateral Balance;

(viii)        the Aggregate Principal Balance of allLoans with respect to which the related issuer is incorporated or organizedunder the laws of Aruba, the Bahamas, Bermuda, the British Virgin Islands,Canada, the Cayman Islands, the Channel Islands, Guernsey, Jersey, Luxembourg,Mexico or the Netherlands Antilles does not exceed the greater of (A)$50,000,000 and (B) 5% of the Aggregate Collateral Balance

(ix)           no more than 20% of the AggregateCollateral Balance consists of CMBS Securities issued in any single calendaryear;

(x)            the Aggregate Principal Balance ofCollateral Debt Securities that are collateralized or backed by interests onany single Property Type (other than Condo Conversion Properties) does notexceed the greater of (x) 20% of the Aggregate Collateral Balance and (y)$200,000,000; provided that (A) the greater of (x) 65% of the AggregateCollateral Balance and (y) $650,000,000, may consist of Collateral DebtSecurities that are collateralized or backed by interests on any Urban OfficeProperty or Suburban Office Property; (B) the greater of (x) 40% of theAggregate Collateral Balance and (y) $400,000,000 may consist of CollateralDebt Securities that are collateralized or backed by interests on any MultiFamily Properties; (C) the greater of (x) 40% of the Aggregate CollateralBalance and (y) $400,000,000 may consist of Collateral Debt Securities that arecollateralized or backed by interests on Retail Properties; (D) the greater of(x) 40% of the Aggregate Collateral Balance and (y) $400,000,000, may consistof Collateral Debt Securities that are collateralized or backed by interests onHospitality Properties; (E) the greater of (x) 25% of the Aggregate CollateralBalance and (y) $250,000,000 may consist of Collateral Debt Securities that are

22

----

collateralized or backed by interests on IndustrialProperties; (F) the greater of (x) 15% of the Aggregate Collateral Balance and(y) $150,000,000 may consist of Collateral Debt Securities that arecollateralized or backed by interests on Healthcare Properties (includingskilled nursing and assisted living facilities); and (G) the greater of (x) 10%of the Aggregate Collateral Balance and (y) $100,000,000 may consist ofCollateral Debt Securities that are collateralized or backed by interests onskilled nursing and assisted living facilities; provided that for theavoidance of doubt, any Collateral Debt Security categorized pursuant to thisclause (G) shall also be included when calculating the applicable amount underthe preceding clause (F);

(xi)           the Aggregate Principal Balance ofCollateral Debt Securities (other than REIT Debt Securities and CRE CDOSecurities) that are collateralized or backed by interests in Condo ConversionProperties does not exceed the greater of (A) 15% of the Aggregate CollateralBalance and (B) $150,000,000;

(xii)          the Aggregate Principal Balance ofFloating Rate Securities that bear interest based upon a floating rate indexother than LIBOR and that are not subject to Liability Hedges does not exceedthe greater of (A) 5% of the Aggregate Collateral Balance and (B) $50,000,000;

(xiii)         the Aggregate Principal Balance ofFixed Rate Securities that are not Covered Fixed Rate Securities does notexceed the greater of (A) 5% of the Aggregate Collateral Balance and (B)$50,000,000;

(xiv)        if the Collateral Debt Security is aPrincipal Only Security or an Interest Only Security, the Aggregate AmortizedCost (which accreted cost shall not exceed par) of all such Principal Only Securitiesor Interest Only Securities does not exceed the greater of (A) an amount equalto 5% of the Aggregate Collateral Balance and (B) $50,000,000, respectively;

(xv)         the Aggregate Principal Balance ofLoans related to undeveloped real estate intended to be developed intoresidential property does not exceed the greater of (A) 10% of the AggregateCollateral Balance and (B) $100,000,000;

(xvi)        the Aggregate Principal Balance of allParticipations with respect to which the Participating Institution is a “qualifiedinstitutional lender” as typically defined in Underlying Instruments related toParticipations and is not a “special purpose vehicle” does not exceed thegreater of (A) 10% of the Aggregate Collateral Balance and (B) $100,000,000;

(xvii)       without satisfaction of the Rating AgencyCondition with respect to S&P, the Aggregate Principal Balance of all (A)Whole Loans, Subordinate Whole Loans and Mezzanine Loans that are not servicedby a servicer on S&P’s Select Servicer List and (B) B Notes and Participationswith respect to which the related underlying term loans, A Notes or B Notes, asapplicable, are not serviced by a servicer on S&P’s Select Special ServicerList does not exceed the greater of

23

----

(x) 5% of the Aggregate Collateral Balance and (y)$50,000,000; provided that such percentage and dollar limitations may beincreased after the Closing Date upon satisfaction of the Rating AgencyCondition with respect to S&P;

(xviii)      the Aggregate Principal Balance of allCMBS Securities with a stated maturity later than the Stated Maturity of theNotes does not exceed the greater of (A) 5% of the Aggregate Collateral Balanceand (B) $50,000,000;

(xix)         the Aggregate Principal Balance of allCRE CDO Securities with a stated maturity later than the Stated Maturity of theNotes does not exceed the greater of (A) 2% of the Aggregate Collateral Balanceand (B) $20,000,000;

(xx)          the Aggregate Principal Balance of allCMBS Securities and CRE CDO Securities with a stated maturity later than theStated Maturity of the Notes, taken together, does not exceed the greater of(x) 5% of the Aggregate Collateral Balance and (y) $50,000,000;

(xxi)         the aggregate Principal Balance ofDelayed Draw Term Loans does not exceed the greater of (x) 20% of the AggregateCollateral Balance and (y) $200,000,000;

(xxii)        the aggregate Principal Balance of allCMBS Securities and REIT Debt Securities that are rated below “Baa3” by Moody’sdoes not exceed the greater of (x) 3% of the Aggregate Collateral Balance and(y) $30,000,000;

(xxiii)       the Moody’s Maximum Rating Factor Test issatisfied;

(xxiv)       the Moody’s Recovery Test is satisfied;

(xxv)        the Moody’s Weighted Average InitialMaturity Test is satisfied;

(xxvi)       the Moody’s Weighted Average ExtendedMaturity Test is satisfied;

(xxvii)      the Herfindahl Diversity Test issatisfied;

(xxviii)     the Minimum Weighted Average Coupon Test issatisfied;

(xxix)       the Minimum Weighted Average Spread Testis satisfied;

(xxx)        the Weighted Average Life Test issatisfied;

(xxxi)       S&P CDO Monitor Test is satisfied; and

(xxxii)      S&P Recovery Test is satisfied.

For the avoidanceof doubt, for purposes of the foregoing clauses (i) and (x) above, suchpercentage determinations will be made by “looking-through” the CMBSSecurities, CRE CDO Securities and REIT Debt Securities included in theCollateral Debt Securities;

24

----

provided that such determinationsshall be based solely on publicly available information in respect of suchsecurities or other information available to the Collateral Manager withoutundue expense.

Notwithstandingthe foregoing, during the Ramp-Up Period the Collateral Quality Tests need notbe met.  At all times the dollar amountlimitation set forth in any individual Collateral Quality Test will bedisregarded for the purposes of the Reinvestment Criteria, but will be takeninto account for the purposes of any reports to be prepared pursuant to Section10.12 of this Indenture.

“Collection Accounts”:  The trust accounts so designated andestablished pursuant to Section 10.2(a) hereof.

“Company Administration Agreement”:  The administration agreement, dated on orabout the Closing Date, by and among the Issuer and the Company Administrator,as modified and supplemented and in effect from time to time.

“Company Administrative Expenses”:  All fees, expenses and other amounts due oraccrued with respect to any Payment Date and payable by the Issuer or theCo-Issuer to (i) the Trustee pursuant to Section 6.7 hereof or anyco-trustee appointed pursuant to this Indenture (including amounts payable bythe Issuer as indemnification pursuant to this Indenture), (ii) the CompanyAdministrator under the Company Administration Agreement (including amountspayable by the Issuer as indemnification pursuant to the Company AdministrationAgreement) and to provide for the costs of liquidating the Issuer followingredemption of the Notes, (iii) the LLC Managers (including indemnification),(iv) the Independent accountants, agents and counsel of the Issuer forreasonable fees and expenses (including amounts payable in connection with thepreparation of tax forms on behalf of the Issuer and the Co-Issuer) and anyregistered office and government filing fees, (v) the Rating Agencies for feesand expenses in connection with any rating (including the annual fee payablewith respect to the monitoring of any rating) of the Notes, including fees andexpenses due or accrued in connection with any credit estimate or rating of theCollateral Debt Securities, (vi) the Collateral Manager under this Indentureand the Collateral Management Agreement, (vii) the Collateral Manager or otherPersons as indemnification pursuant to the Collateral Management Agreement,(viii) the Advancing Agent or other Persons as indemnification pursuant to Section17.3, (ix) each member of the Advisory Committee (including amounts payableas indemnification) under each agreement between such Advisory Committee memberand the Issuer (and the amounts payable by the Issuer to each member of theAdvisory Committee as indemnification pursuant to each such agreement); (x) thePreferred Shares Paying Agent and the Share Registrar under the PreferredShares Paying Agency Agreement, (xi) any other Person in respect of anygovernmental fee, charge or tax in relation to the Issuer or the Co-Issuer (ineach case as certified by an Authorized Officer of the Issuer or the Co-Issuerto the Trustee), and (xii) any other Person in respect of any other fees orexpenses (including indemnifications) permitted under this Indenture and thedocuments delivered pursuant to or in connection with this Indenture and theNotes and any amendment or other modification of any such documentation, ineach case unless expressly prohibited under this Indenture (including, withoutlimitation, the payment of all transaction fees and all legal and other fees andexpenses required in connection with the purchase of any Collateral DebtSecurities or any other transaction authorized by this Indenture and anyamounts due in respect

25

----

of the listing of any Notes on the Irish StockExchange); provided that Company Administrative Expenses shall notinclude (a) amounts payable in respect of the Notes, (b) amounts payable underany Hedge Agreement and (c) any Collateral Management Fee payable pursuant tothe Collateral Management Agreement.

“Company Administrator”:  Maples Finance Limited, a licensed trustcompany incorporated in the Cayman Islands, as administrator pursuant to theCompany Administration Agreement, unless a successor Person shall have becomeadministrator pursuant to the Company Administration Agreement, and thereafter,Company Administrator shall mean such successor Person.

“Controlling Class”:  The Class A-1 Notes, so long as any Class A-1Notes are Outstanding, then the Class A-2 Notes, so long as any Class A-2 Notesare Outstanding, then the Class B Notes, so long as Class B Notes areOutstanding, then the Class C Notes, so long as any Class C Notes areOutstanding, then the Class D Notes, so long as any Class D Notes are Outstanding,then the Class E Notes, so long as any Class E Notes are Outstanding, then theClass F Notes, so long as any Class F Notes are Outstanding, then the Class GNotes, so long as any Class G Notes are Outstanding, then the Class H Notes, solong as any Class H Notes are Outstanding, then the Class J Notes, so long asany Class J Notes are Outstanding, then the Class K Notes, so long as any ClassK Notes are Outstanding, and after the Notes are no longer Outstanding, thePreferred Shares.

“Corporate Trust Office”:  The principal corporate trust office of theTrustee, currently located at (i) for Note transfer purposes, Wells FargoCenter, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,Attention:  Corporate Trust Services –Gramercy Real Estate CDO 2006-1, Ltd. and (ii) for all other purposes, 9062 OldAnnapolis Road, Columbia, Maryland 21045, Attention:  CDO Trust Services – Gramercy Real Estate CDO2006-1, Ltd., telephone number (410) 884-2000, or such other address as theTrustee may designate from time to time by notice to the Noteholders, theholders of the Preferred Shares, the Collateral Manager, the Rating Agencies,the Issuer and each Hedge Counterparty or the principal corporate trust officeof any successor Trustee.

“Coverage TestModification”:  The meaning specifiedin Section 12.5 hereof.

“Coverage Tests”:  The Class A/B Coverage Tests, the Class C/D/ECoverage Tests and the Class F/G/H Coverage Tests.

“Covered Fixed Rate Security”:  Any Fixed Rate Security (including any AboveCap Security) (i) for which the Issuer has entered into one or more interestrate swap agreements (either individually or together with other CollateralDebt Securities), which (A) is a market rate swap that does not require therelated Hedge Counterparty to make any upfront payments, (B) has a term whichis at least as long as the earlier of (i) the expected maturity of such FixedRate Security and (ii) the expected maturity of the Notes, (C) requires therelated Hedge Counterparty to make floating rate payments to the Issuer basedon the related notional amount based on the London interbank offered rate forU.S. Dollar deposits in Europe and (D) requires the Issuer to make fixed ratepayments to the related Hedge Counterparty or (ii) that is subject to aLiability Hedge.

26

----

“CRE CDOSecurity”: Collateralized debt obligation, collateralized bond obligation orcollateralized loan obligation (including, without limitation, any syntheticcollateralized debt obligation or synthetic collateralized loan obligation)that entitles the holder thereof to receive payments that depend (except forrights or other assets designed to assure the servicing or timely distributionof proceeds to the holder of such CRE CDO Security) on the cash flow from (andnot the market value of) a portfolio of securities related to commercialmortgage property.

“CreditRisk/Defaulted Security Cash Purchase”: The meaning specified in Section12.1(b) hereof.

“Credit Risk Security”:Any Collateral Debt Security that, in the Collateral Manager’s reasonablebusiness judgment, has a significant risk of declining in credit quality or,with a lapse of time, becoming a Defaulted Security.

“Credit TenantLease”:  A lease related to andsecuring a commercial mortgage loan that is dependent principally on thepayment by the related tenant or guarantor, if any, of lease or rental paymentsand other payments due under the terms of such lease and therefore theperformance of the related tenant.

“Credit TenantLease Loan”:  A commercial loan thatis secured by a first lien on commercial real estate and an assignment of leaseor rental payments and other payments due from tenants under the terms of therelated Credit Tenant Lease.

“Cure Advance”:  An advance by the Collateral Manager, inconnection with the exercise of a cure right by the Issuer, as controllingholder or directing holder or other similar function, with respect to aCollateral Debt Security.

“Current Portfolio”:  The portfolio of Collateral Debt Securitiesand Eligible Investments prior to giving effect to a proposed reinvestment in aSubstitute Collateral Debt Security.

“CustodialAccount”:   An account at theCustodial Securities Intermediary in the name of the Trustee pursuant to Section10.1(b) hereof.

“Custodial Securities Intermediary”:  The meaning specified in Section 3.3(a)hereof.

“Dealers”:  Wachovia Capital Markets, LLC, Goldman, Sachs& Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC,Merrill Lynch, Pierce, Fenner & Smith Incorporated and WestLB AG.

“Default”:  Any Event of Default or any occurrence thatis, or with notice or the lapse of time or both would become, an Event ofDefault.

“Defaulted Security”:  Any Collateral Debt Security or any othersecurity included in the Assets:

27

----

(i)            with respect to a Preferred EquitySecurity (1) with respect to which there has occurred and is continuing apayment default (after giving effect to any applicable grace period but withoutgiving effect to any waiver); provided, however, thatnotwithstanding the foregoing, a Preferred Equity Security shall not be deemedto be a Defaulted Security as a result of (A) the related issuer’s failure topay dividends or distributions on the initial due date therefor, if theCollateral Manager or the Issuer consents to extend the due date when suchdividend or distribution is due and payable, and such dividend or distributionis paid on or before such extended due date (provided that such dividendor distribution is paid not more than sixty (60) days (or if the due date forsuch dividend or distribution was previously so extended, not more than thirty (30) days) after the initialdate that it was due), or (B) the failure of the issuer or affiliate of theissuer of the Preferred Equity Security to redeem or purchase such PreferredEquity Security on the date when such redemption or purchase is requiredpursuant to the terms of the agreement setting forth the rights of the holderof that Preferred Equity Security (after giving effect to all extensions ofsuch redemption or purchase date that the issuer or affiliate of the issuer ofthe Preferred Equity Security had the right to elect and did elect under theterms of the agreement setting forth the rights of the holder of that PreferredEquity Security), if the Collateral Manager or the Issuer consents to extendsuch redemption or purchase date; provided that such consent does notextend the redemption or purchase date by more than two (2) years after theredemption or purchase date required under such agreement (that is, theoriginal redemption or purchase date under such agreement as extended by allextensions of such date that the issuer or affiliate of the issuer of thePreferred Equity Security had the right to elect and did elect under the termsof such agreement) and the amount required to be paid in connection with suchredemption or purchase is paid on or before such extended redemption orpurchase date, or (2) with respect to which there is known to the Issuer or theCollateral Manager a default (other than any payment default) which defaultentitles the holders thereof to accelerate the maturity of all or a portion ofthe principal amount of such obligation; provided, however, ineach case, if such default is cured or waived then such asset shall no longerbe a Defaulted Security or (3) with respect to which there is known to theCollateral Manager that (A) any bankruptcy, insolvency or receivershipproceeding has been initiated in connection with the issuer of such CollateralDebt Security, or (B) there has been proposed or effected any distressedexchange or other debt restructuring where the issuer of such Collateral DebtSecurity has offered the debt holders a new security or package of securitiesthat either (x) amounts to a diminished financial obligation or (y) has thepurpose of helping the issuer to avoid default, or (4) that has been rated “CC”,“D” or “SD” or below by S&P or (5) with respect to which there is known tothe Collateral Manager that the issuer thereof is in default (without givingeffect to any applicable grace period or waiver) as to payment of principaland/or interest on another obligation (and such default has not been cured orwaived) which is senior or *pari passu*inright of payment to such Collateral Debt Security, except that a CollateralDebt Security will not constitute a “Defaulted Security” under this clause (5)if each of the Rating Agencies has

28

----

confirmed in writing that such event shall not resultin the reduction, qualification or withdrawal of any rating of the Notes;

(ii)           with respect to a Loan (other than aSingle Asset Mortgage Security, a Single Borrower Mortgage Security or a RakeBond), if a foreclosure or default (whether or not declared) with respect tothe related commercial mortgage loan has occurred; provided, however,that notwithstanding the foregoing, a Loan shall not be deemed to be aDefaulted Security as a result of (1) the related borrower’s failure to payinterest on such Loan or on the related commercial mortgage loan on the initialdue date therefor, if the related lender or holder of such Loan or the relatedcommercial mortgage loan consents to extend the due date when such interest isdue and payable, and such interest is paid on or before such extended due date(provided that such interest is paid not more than sixty (60) days (orif the due date for such interest was previously so extended, not more than thirty (30) days) after the initialdate that it was due), or (2) the related borrower’s failure to pay principalon such Loan or the related commercial mortgage loan on the original maturitydate thereof (as defined below), if the related lender or holder of such Loanor the related commercial mortgage loan consents to extend such maturity date(so long as the Maturity Extension Requirements are met) and such principal ispaid on or before such extended maturity date, or (3) the occurrence of anydefault (other than a payment default) with respect to such Loan or the relatedcommercial mortgage loan, unless and until the earlier of (A) declaration ofdefault and acceleration of the maturity of the Loan by the lender or holderthereof and (B) the continuance of such default uncured for sixty (60) daysafter such default became known to the Issuer or the Collateral Manager or CDOServicer or, subject to the satisfaction of the Rating Agency Condition, suchlonger period as the Collateral Manager determines.  As used herein, the term “original maturitydate” means the maturity date of a Loan or the related commercial mortgage loanas extended by all extensions thereof which the related borrower had the rightto elect and did elect under the terms of the instruments and agreementsrelating to such Loan or the related commercial mortgage loan, but beforetaking into account any additional extensions thereof that are consented to bythe lender or holder of such Loan or the related commercial mortgage loan; and

(iii)          with respect to a CMBS Security, a CRECDO Security, a REIT Debt Security, a Single Asset Mortgage Security, a SingleBorrower Mortgage Security or a Rake Bond (1) as to which there has occurredand is continuing a principal payment default (without giving effect to anyapplicable grace period or waiver) or (2) as to which there is known to theIssuer or the Collateral Manager a default (other than any payment default)which default entitles the holders thereof to accelerate the maturity of all ora portion of the principal amount of such obligation; provided, however,in each case, if such default is cured or waived then such asset shall nolonger be a Defaulted Security or (3) as to which there is known to theCollateral Manager that (A) any bankruptcy, insolvency or receivershipproceeding has been initiated in connection with the issuer of such CMBSSecurity, CRE CDO Security or REIT Debt Security, or (B) there has been

29

----

proposed or effected any distressed exchange or otherdebt re-structuring where the issuer of such CMBS Security, CRE CDO Security orREIT Debt Security has offered the debt holders a new security or package ofsecurities that either (x) amounts to a diminished financial obligation or (y)has the purpose of helping the issuer to avoid default, or (4) that has beenrated “CC”, “D” or “SD” or below by S&P or “Ca” or “C” by Moody’s, or withrespect to REIT Debt Securities, the issuer of which has a credit rating of “D”or “SD” or as to which S&P has withdrawn its rating or (5) as to whichthere is known to the Collateral Manager that the issuer thereof is in default(without giving effect to any applicable grace period or waiver) as to paymentof principal and/or interest on another obligation (and such default has notbeen cured or waived) which is senior or *pari passu*inright of payment to such CMBS Security, CRE CDO Security or REIT Debt Security,except that a CMBS Security, CRE CDO Security or REIT Debt Security will notconstitute a “Defaulted Security” under this clause (5) if each of the RatingAgencies has confirmed in writing that such event shall not result in thereduction, qualification or withdrawal of any rating of the Notes; or (6) (A)as to which there has been a failure to pay interest in whole or in part forthe lesser of (x) six months or (y) three payment periods (if such CMBSSecurity, CRE CDO Security or REIT Debt Security is rated (or privately ratedfor purposes of the issuance of the Securities) below “Baa3” by Moody’s or “BBB-”by S&P); provided, however, if the Rating Agency Conditionfor such CMBS Security, CRE CDO Security or REIT Debt Security is satisfiedwith respect to S&P and Moody’s, the Collateral Manager may choose not totreat such a CMBS Security, CRE CDO Security or REIT Debt Security as aDefaulted Security or (B) as to which there has been a failure to pay interestin whole or in part for the lesser of (x) one year or (y) six consecutivepayment periods (if such CMBS Security, CRE CDO Security or REIT Debt Securityis rated (or privately rated for purposes of the issuance of the Securities) “BBB-”or higher by S&P, or “Baa3” or higher by Moody’s) even if by its terms itprovides for the deferral and capitalization of interest thereon.

provided**that any Collateral Debt Security which has sustained awrite-down of principal balance in accordance with its terms will notnecessarily be considered a Defaulted Security solely due to such writedown.

For purposes ofcalculating the Par Value Ratios, an appraisal reduction of a Collateral DebtSecurity will be assumed to result in an implied reduction of principal balancefor such Collateral Debt Security only if such appraisal reduction is intendedto reduce the interest payable on such Collateral Debt Security and only inproportion to such interest reduction. For purposes of the Par Value Ratios, any Collateral Debt Security thathas sustained an implied reduction of principal balance due to an appraisalreduction will not be considered a Defaulted Security solely due to suchimplied reduction.  The CollateralManager will notify the Trustee of any appraisal reductions of Collateral DebtSecurities if the Collateral Manager has actual knowledge thereof.

For purposes of thedefinition of “Defaulted Security,” the “Maturity Extension Requirements” willbe satisfied with respect to any extension if the maturity date is extended

30

----

(i) in the case of Loans other than ARD Loans, to anew maturity date that is (A) not more than two (2) years after the originalmaturity date and (B) not less than ten (10) years prior to the Stated Maturityand (ii) in the case of ARD Loans, such that (A) the anticipated repayment datewill not be less than twenty (20) years prior to the Stated Maturity and (B)the new maturity date is not later than the Stated Maturity; provided*,*however*,*thatnotwithstanding the requirements in the foregoing clauses (i) and (ii), “MaturityExtension Requirements” will be deemed satisfied with respect to any extensionsas to which the Rating Agency Condition has been satisfied.

For the avoidance ofdoubt, the parties hereto understand and agree that any initial permissible60-day extension period described in paragraphs (i) and (ii) of this definitionshall in no event be combined with any subsequent permissible 30-day extensionperiod described in paragraphs (i) and (ii) of this definition.

“Delayed DrawTerm Loan”: Any Loan that is fully committed on the initial funding date ofsuch Loan but is required to be fully funded in one or more installments butwhich, once all such installments have been made, has the characteristics of aterm loan; provided that no Loan with respect to which the additionalfunding obligation is held separately outside the Issuer by an affiliate of theSeller or by an unaffiliated third party shall be deemed to be a “Delayed DrawTerm Loan” hereunder; provided, further, for purposes of theCoverage Tests and the Collateral Quality Tests, the Principal Balance of aDelayed Draw Term Loan, as of any date of determination, refers to the sum of(i) the outstanding principal balance of such Delayed Draw Term Loan and (ii)the amounts on deposit in the Delayed Funding Obligations Account in respect ofthe unfunded portion of such Delayed Draw Term Loan.

“Delayed Funding Obligations Account”:  The account established pursuant to Section10.5(a) hereof.

“Deposit Accounts”: Themeaning specified in Section 3.3(e)(xii) hereof.

“Depository” or “DTC”:  The Depository Trust Company, its nominees,and their respective successors.

“Determination Date”:  With respect to the initial Payment Date,October 19, 2006, and thereafter quarterly on each January 19th, April 19th, July 19th and October 19th (or if such date is not a Business Day, thenthe next succeeding Business Day).

“Disqualified Transferee”:  The meaning specified in Section 2.5(l)hereof.

“Distressed Debt Security”:  Any Collateral Debt Security (other than anyCMBS Security, CRE CDO Security or REIT Debt Security owned by the Issuer)relating to real property located in metropolitan New York or Washington, D.C.on which (i) there is a payment default, an acceleration, bankruptcy orforeclosure, (ii) a default is highly likely because the loan-to-value isgreater than 100% or (iii) the debt service on such security exceeds theavailable cash flow from the underlying property on a current and projectedbasis.

“Dollar,” “U.S. $” or “$”:  A U.S. dollar or other equivalent unit inCash.

31

----

“Due Date”:  Each date on which a Scheduled Distributionis due on a Pledged Obligation.

“Due Period”:  With respect to any Payment Date, the periodcommencing on the day immediately succeeding the second preceding DeterminationDate (or commencing on the Closing Date, in the case of the Due Period relatingto the first Payment Date) and ending on and including the Determination Dateimmediately preceding such Payment Date.

“Effective Date”:  The date which is the earlier of (i) the 270th day after the Closing Date and (ii) the dateon which the Issuer utilizes the $180,259,089.84 deposited into the UnusedProceeds Account on the Closing Date to acquire additional Collateral DebtSecurities.

“Eligibility Criteria”:  The criteria set forth below, which ifsatisfied with respect to any asset at the time it is purchased, as evidencedby an Officer’s Certificate of the Collateral Manager delivered to the Trusteeas of the date of such acquisition, will make such asset eligible for purchaseby the Issuer as a Collateral Debt Security:

(i)            except with respect to the 63rd Street Townhouse Loan, it is a Loan orsecurity related to (A) commercial real estate, (B) undeveloped real estateintended to be developed into residential or condominium property or (C) or acombination of clauses (A) and (B); provided that no Loan shall besecured by an individual residential property;

(ii)           it is issued by an issuerincorporated or organized under the laws of the United States or acommonwealth, territory or possession of the United States or under the laws ofAruba, the Bahamas, Bermuda, the British Virgin Islands, Canada, the CaymanIslands, the Channel Islands, Guernsey, Jersey, Luxembourg, Mexico or theNetherlands Antilles;

(iii)          with respect to each Loan (other thana Mezzanine Loan) substantially all of the underlying property securing suchLoan is located in the United States or a commonwealth, territory or possessionof the United States or in Aruba, the Bahamas, Bermuda, the British VirginIslands, Canada, the Cayman Islands, the Channel Islands, Guernsey, Jersey,Luxembourg, Mexico or the Netherlands Antilles;

(iv)          with respect to each CMBS Security,substantially all the loans backing such Collateral Debt Security are securedby collateral substantially all of which is located in the United States or acommonwealth, territory or possession of the United States and with respect toeach REIT Debt Security, the issuer of such Collateral Debt Security isincorporated or organized under the laws of the United States or acommonwealth, territory or possession of the United States;

(v)           it provides for periodic payments ofinterest (or, in the case of Preferred Equity Securities, dividends or otherdistributions) no less frequently than semi-annually;

32

----

(vi)          except with respect to any InterestOnly Security, it provides for the repayment of principal at not less than parno later than upon its maturity or upon redemption, acceleration or its fullprepayment;

(vii)         it has a Moody’s Rating and an S&PRating (and, unless otherwise agreed by S&P, such S&P Rating does notinclude the subscript “t”);

(viii)        its acquisition would not cause theIssuer, the Co-Issuer or the pool of Pledged Obligations to be required toregister as an investment company under the Investment Company Act; and if theissuer of such Collateral Debt Security is excepted from the definition of an “investmentcompany” solely by reason of Section 3(c)(1) of the Investment Company Act,then either (A) such Collateral Debt Security does not constitute a “votingsecurity” for purposes of the Investment Company Act or (B) the aggregateamount of such Collateral Debt Security held by the Issuer is less than 10% ofthe entire issue of such Collateral Debt Security;

(ix)           (A) if it is a Loan (including aMezzanine Loan but excluding an ARD Loan), no commercial mortgage loanunderlying, securing or constituting such Collateral Debt Security has amaturity date (including any extension option) that is later than ten (10)years prior to the Stated Maturity, (B) if it is a REIT Debt Security, suchREIT Debt Security (without regard to the maturities of any collateral underlyingsuch REIT Debt Security) does not have a stated final maturity later than theStated Maturity, (C) if it is a CMBS Security, such CMBS Security (withoutregard to the maturities of any collateral underlying such CMBS Security) doesnot have a rated final maturity later than five (5) years after the StatedMaturity; provided that, if it has a rated final maturity later than theStated Maturity, it is rated at least “A3” by Moody’s, (D) if it is an ARDLoan, (i) the anticipated repayment date of such ARD Loan is not later thantwenty (20) years prior to the Stated Maturity and (ii) the new maturity dateis not scheduled to occur later than the Stated Maturity, (E) if it is a CRECDO Security, it does not have a stated maturity later than five (5) yearsafter the Stated Maturity; provided that, if it has a rated finalmaturity later than the Stated Maturity, it is rated at least “Aa2” by Moody’s,and (F) if it is a Preferred Equity Security, the date (after giving effect toall permissible extensions thereof) by which all distributions on suchPreferred Equity Security attributable to the return of capital by itsgoverning documents are required to be made is not later than ten (10) yearsprior to the Stated Maturity (after giving effect to all anticipated settlementconcerns in connection with such return of capital);

(x)            it is not prohibited under itsUnderlying Instruments from being purchased by the Issuer and pledged to theTrustee;

(xi)           it is not, and does not provide forconversion or exchange into, “margin stock” (as defined under Regulations T, Uor X by the Board of Governors of the Federal Reserve System) at any time overits life;

33

----

(xii)          other than any Loan with respect towhich the Collateral Manager has a reasonable indication from the relatedborrower that such borrower plans to prepay such Loan, it is not the subject of(a) any Offer by the issuer of such security or by any other person made to allof the holders of such security to purchase or otherwise acquire such security(other than pursuant to any redemption in accordance with the terms of therelated Underlying Instruments) or to convert or exchange such security into orfor cash, securities or any other type of consideration or (b) any solicitationby an issuer of such security or any other person to amend, modify or waive anyprovision of such security or any related Underlying Instruments, and has notbeen called for redemption;

(xiii)         it is not an Ineligible EquitySecurity, Step-Up Security, Step-Down Bond, Market Value Collateralized DebtObligation, any security the repayment of which is subject to substantialnon-credit related risk, as determined by the Collateral Manager in itsreasonable business judgment, or a “synthetic security”;

(xiv)        except with respect to Preferred EquitySecurities, it is not a security that by the terms of its UnderlyingInstruments provides for conversion or exchange (whether mandatory or at theoption of the issuer or the holder thereof) into equity capital at any timeprior to its maturity;

(xv)         it is not a financing by adebtor-in-possession in any insolvency proceeding;

(xvi)        except with respect to Delayed Draw TermLoans, it will not require the Issuer to make any future payments after theinitial purchase thereof;

(xvii)       if it is a Delayed Draw Term Loan, anamount equal to the aggregate amount of the Issuer’s remaining commitments withrespect to such Delayed Draw Term Loan is deposited into the Delayed DrawFunding Obligations Account on the date such Delayed Draw Term Loan is acquiredby the Issuer;

(xviii)      its acquisition will be in compliance withSection 206 of the Advisers Act;

(xix)         except with respect to PartiallyDeferred Loans, it does not have any outstanding deferred or capitalizedinterest;

(xx)          it is not a security that, in theCollateral Manager’s reasonable business judgment, has a significant risk ofdeclining in credit quality or, with lapse of time or notice, becoming aDefaulted Security;

(xxi)         it is not a Defaulted Security (asdetermined by the Collateral Manager after reasonable inquiry);

34

----

(xxii)        if it is a Participation, (a) it is areal estate related Participation, (b) except in the case of any Participationwith respect to which the Rating Agency Condition is satisfied, either (i) theUnderlying Term Loan, A Note or B Note has been included in a transaction thatwould be classified as a CMBS Conduit Security or a CMBS Large Loan Security or(ii) the Underlying Term Loan is serviced pursuant to a commercial mortgageservicing arrangement, which includes the standard servicing provisions foundin CMBS Securities transactions, (c) the requirements regarding therepresentations and warranties with respect to the Underlying Term Loan, theUnderlying Mortgaged Property (as applicable) and the Participation set forthin *Section 16.5* have been met, (d) the terms of the UnderlyingInstruments are consistent with the terms of similar Underlying Instruments inthe CMBS industry and (e) the Participating Institution is either a “specialpurpose vehicle” or qualifies as a “qualified institutional lender” astypically defined in the Underlying Instruments related to Participations; providedthat a securitization trust, a CDO issuer or a similar securitization vehicleand each of Gramercy Warehouse Funding I LLC, a Delaware limited liability company,and Gramercy Warehouse Funding II LLC, a Delaware limited liability company,shall be deemed to be a “special purpose vehicle” hereunder;

(xxiii)       if it is a B Note, it is (a) a realestate related B Note, (b) except in the case of any B Note with respect towhich the Rating Agency Condition is satisfied, either (i) the related A Notehas been included in a transaction that would be classified as a CMBS ConduitSecurity or a CMBS Large Loan Security or (ii) the B Note is serviced pursuantto a commercial mortgage servicing arrangement, which includes the standardservicing provisions found in CMBS Securities transactions, (c) therequirements regarding the representations and warranties with respect to theUnderlying Term Loan, the Underlying Mortgaged Property (as applicable) and theB Note set forth in *Section 16.5* have been met and (d) theterms of the Underlying Instruments are consistent with the terms of similarUnderlying Instruments in the CMBS industry;

(xxiv)       if it is a Mezzanine Loan (other than ajunior interest in a Mezzanine Loan), (a) except in the case of any MezzanineLoan with respect to which the Rating Agency Condition is satisfied, theMezzanine Loan is serviced pursuant to (A) the CDO Servicing Agreement or (B) acommercial mortgage servicing arrangement, which includes the standardservicing provisions found in CMBS Securities transactions, (b) therequirements regarding the representations and warranties with respect to theUnderlying Term Loan, the Underlying Mortgaged Property (as applicable) and theMezzanine Loan set forth in *Section 16.5* have been met and (c)the terms of the Underlying Instruments are consistent with the terms ofsimilar Underlying Instruments in the CMBS industry with respect to MezzanineLoans;

(xxv)        if it is a Whole Loan (or a SubordinateWhole Loan) (a) except in the case of any Whole Loan or Subordinate Whole Loanwith respect to which the Rating Agency Condition is satisfied, it is a realestate related Loan that is serviced pursuant to (A) the CDO ServicingAgreement or (B) a commercial

35

----

mortgage servicing arrangement, which includes thestandard servicing provisions found in CMBS Securities transactions, (b) therequirements regarding the representations and warranties with respect to theLoan and the Underlying Mortgaged Property (as applicable) set forth in *Section16.5* have been met, (c) the terms of the Underlying Instruments areconsistent with the terms of similar Underlying Instruments in the CMBSindustry with respect to Whole Loans and Subordinate Whole Loans, and (d) inthe case of any Whole Loan (or a Subordinate Whole Loan) in the form of asenior participation, the Participating Institution either is a “specialpurpose vehicle,” qualifies as a “qualified institutional lender” as typicallydefined in the Underlying Instruments related to Participations or a grantortrust formed to hold the Loan in connection with the transaction contemplatedherein; provided that a securitization trust, a CDO issuer or a similarsecuritization vehicle shall be deemed to be a “special purpose vehicle” forpurposes of the Eligibility Criteria;

(xxvi)       it is U.S. Dollar denominated and maynot, by its terms, be converted into a security payable in any othercurrencies;

(xxvii)      if it is a Non-Quarterly Pay Asset, it isincluded on an Asset Hedge Schedule;

(xxviii)     it is one of the Specified Types;

(xxix)       if it is a Loan or CMBS Security, theprincipal balance of the Loan or CMBS Security has not been reduced by arealized loss, expected loss, appraisal event, appraisal reduction or similaritem since initial issuance, other than a Loan as to which a workout or otherrestructuring has occurred but as to which no such reduction has occurred sincethe completion of such workout or restructuring;

(xxx)        any requirements regarding opinions withrespect to certain purchases of Collateral Debt Securities as provided in thisIndenture have been met;

(xxxi)       if it is an Interest Only Security, theRating Agency Condition has been satisfied with respect to the acquisition ofsuch Interest Only Security;

(xxxii)       if it is a Principal Only Security, theRating Agency Condition has been satisfied with respect to the acquisition ofsuch Principal Only Security;

(xxxiii)     its acquisition would not cause GramercyInvestment to fail to qualify as a “REIT” under the Code;

(xxxiv)     if such Collateral Debt Security hasattached “buy/sell” rights in favor of the Issuer, such rights are freelyassignable by the Issuer to any of its affiliates;

36

----

(xxxv)      if it is (A) a CRE CDO Security or a CMBSSecurity, at the time it was issued at least one class of the related issuer’ssecurities was rated “AAA” (or the equivalent) by one or more nationallyrecognized statistical rating organizations and (B) a CMBS Security or a REITDebt Security, it is rated at least “Ba3” by Moody’s;

(xxxvi)     if it is a Related Future Advance Loan,either (A) (i) the related additional funding obligation is an obligation ofGramercy Warehouse Funding I, LLC or Gramercy Warehouse Funding II, LLC (or asuccessor special purpose entity or any similar special purpose entity that isestablished as a repo seller or warehouse borrower) (any such entity, the “FutureAdvance Holder”) and is not an obligation of the Issuer; (ii) at the timethe Issuer acquired such Related Future Advance Loan, the Other Loan was ownedby the Future Advance Holder and pledged and/or otherwise financed to or with,as applicable, an entity (x) with a long-term, unsecured debt rating of “A-” orbetter from S&P and “A3” or better from Moody’s, or (y) with respect towhich the Rating Agency Condition has been satisfied (any entity described inthe preceding clause (x) or clause (y), an “Approved Lender”) pursuantto the related repurchase agreement or other warehouse facility, as applicable(any such agreement or facility, a “Warehouse Facility”); (iii) at thetime the Issuer acquires such Related Future Advance Loan, (a) there issufficient (x) capacity under the related Warehouse Facility to satisfy thefinanced portion and (y) Liquidity to satisfy the unfinanced portion of theadditional funding obligation in respect of the related Other Loan (inaccordance with the terms of the applicable Warehouse Facility) if allconditions under the related mortgage loan documents and Warehouse Facilitydocuments were satisfied, and (b) the Approved Lender has approved of theRelated Future Advance Loan and is required to fund the financed portion ofsuch Other Loan (either directly or via an advance to the Future AdvanceHolder) provided all conditions under the related mortgage loan documents andWarehouse Facility documents are satisfied; (iv) the related borrower hasacknowledged and/or agreed in writing that it has not, and will not, exerciseany right to offset or defense against payment under the Related Future AdvanceLoan owned by the Issuer against the Issuer; (v) the Future Advance Holder hasagreed in writing with the Issuer not to transfer the Related Future AdvanceLoan except in connection with the Approved Lender’s rights under theapplicable Warehouse Facility (or in satisfaction or settlement of such rightscurrently or in the future) without satisfaction of the Rating Agency Conditionunless such transferee is rated at least “A-” by S&P or is otherwiseapproved by S&P and “A3” by Moody’s or is otherwise approved by Moody’s;(vi) GKK Capital LP, at all times (including upon any transfer of theadditional funding obligation), has agreed to indemnify the Issuer (forpurposes of this eligibility criterion, the “Indemnified Party”) for,from and against any claims, demands, penalties, fines, liabilities,settlements, damages, costs and expenses of whatever kind or nature, known orunknown, contingent or otherwise, whether incurred or imposed within or outsidethe judicial process, including, without limitation, reasonable attorneys’ feesand disbursements imposed upon or incurred by or asserted against theIndemnified Party for the failure to make such advance by such party related toits future

37

----

funding obligations under the commercial mortgageloan; (vii) the related Warehouse Facility has a term that is scheduled to endno earlier than the date that is 12 months after the date on which the Issueracquires such Related Future Advance Loan (and in the case of each GramercyWarehouse Funding I and Gramercy Warehouse Funding II, its term is scheduled toend no earlier than August 1, 2009), (viii) the Future Funding Reserve Test issatisfied as of the date on which the Issuer acquires such Related FutureAdvance Loan (after giving effect to such acquisition); (ix) no Liquidity TestFailure occurred with respect to the most recent Quarterly Measurement Date;and (x) the related participation agreement includes the provision set forth onSchedule P hereto; or (B) the Rating Agency Condition has been satisfiedwith respect thereto; and

(xxxvii)    it is not a healthcare or mortgage-relatedREIT Debt Security.

Notwithstanding theforegoing provisions of this definition, with respect to any Collateral DebtSecurity acquired by the Issuer on or prior to the Closing Date, if any of theEligibility Criteria (except for clause (xxxvi)) above pertains to the subjectmatter of a representation and warranty under the related Collateral DebtSecurities Purchase Agreement as to which an exception has been disclosed inthe related exception schedule, such Collateral Debt Security shall be deemedto satisfy such criterion notwithstanding such exception.

“Eligible Investments”:  Any Dollar-denominated investment that, atthe time it is Granted to the Trustee (directly or through a Securities Intermediaryor bailee), is Registered and is one or more of the following obligations orsecurities:

(i)            direct obligations of, andobligations, the timely payment of principal of and interest on which is fullyand expressly guaranteed by, the United States, or any agency orinstrumentality of the United States, the obligations of which are expresslybacked by the full faith and credit of the United States;

(ii)           demand and time deposits in,certificates of deposit of, bankers’ acceptances issued by, or federal fundssold by, any depository institution or trust company incorporated under thelaws of the United States or any state thereof or the District of Columbia(including the Trustee or the commercial department of any successor Trustee,as the case may be; provided**that suchsuccessor otherwise meets the criteria specified herein) and subject tosupervision and examination by federal and/or state banking authorities so longas the commercial paper and/or the debt obligations of such depositaryinstitution or trust company (or, in the case of the principal depositaryinstitution in a holding company system, the commercial paper or debtobligations of such holding company) at the time of such investment orcontractual commitment providing for such investment have a credit rating notless than “A1” by Moody’s, “A+” by Fitch and “A+” by S&P, in the case oflong-term debt obligations, and “P-1” by Moody’s, “F1” by Fitch and “A-1+” byS&P for Eligible Investments which have a maturity of thirty (30) days or less;

38

----

(iii)          unleveraged repurchase or forwardpurchase obligations with respect to (a) any security described in clause (i)above or (b) any other security issued or guaranteed by an agency orinstrumentality of the United States, in either case entered into with adepository institution or trust company (acting as principal) described inclause (ii) above (including the Trustee or the commercial department of anysuccessor Trustee, as the case may be; provided**thatsuch person otherwise meets the criteria specified herein) or entered into witha corporation (acting as principal) whose long-term rating is not less than “Aa2”by Moody’s, “AA” by Fitch and “AAA” by S&P (for so long as any Notes ratedby S&P are Outstanding) or whose short-term credit rating is not less than “P-1”by Moody’s, “F1” by Fitch and “A-1+” by S&P for Eligible Investments whichhave a maturity of thirty (30) daysor less (for so long as any Notes rated by S&P are Outstanding); provided**that the issuer thereof must also have at the time of suchinvestment a long-term credit rating of not less than “Aa2” by Moody’s, “A+” byFitch and “AAA” by S&P (for so long as any Notes rated by S&P areOutstanding);

(iv)          registered securities bearing interestor sold at a discount issued by any corporation incorporated under the laws ofthe United States or any state thereof or the District of Columbia that has acredit rating of not less than “Aa2” by Moody’s, “AA” by Fitch and “AAA” byS&P (for so long as any Notes rated by S&P are Outstanding) at the timeof such investment or contractual commitment providing for such investment;

(v)           commercial paper or other similarshort-term obligations (including that of the Trustee or the commercialdepartment of any successor Trustee, as the case may be, or any Affiliatethereof; provided**that suchperson otherwise meets the criteria specified herein) having at the time ofsuch investment a credit rating of “P-1” by Moody’s, “F1” by Fitch and “A-1+”by S&P or “A-1” by S&P for Eligible Investments which have a maturity ofthirty (30) days or less (for so longas any Notes rated by S&P are Outstanding); provided**that the issuer thereof must also have at the time of suchinvestment a senior long-term debt rating of not less than “Aa3” by Moody’s, “AA”by Fitch and “AA” by S&P (for so long as any Notes rated by S&P areOutstanding);

(vi)          a reinvestment agreement issued by anybank (if treated as a deposit by such bank), or a Registered guaranteedinvestment or reinvestment agreement issued by an insurance company or othercorporation or entity, in each case that has a credit rating of not less than “P-1”by Moody’s, “F1” by Fitch and “A-1+” by S&P or “A-1” by S&P forEligible Investments which have a maturity of thirty (30) daysor less (for so long as any Notes rated by S&P are Outstanding); provided**that the issuer thereof must also have at the time of suchinvestment a long-term credit rating of not less than “Aa2” by Moody’s, “AA” byFitch and “AAA” by S&P (for so long as any Notes rated by S&P areOutstanding);

39

----

(vii)         money market funds which have at alltimes the highest credit rating assigned by each of the Rating Agencies(including funds for which the Trustee or an Affiliate provides services orreceived compensation); and

(viii)        any other investment similar to those describedin clauses (i) through (vii) above that (1) each of Moody’s and S&P hasconfirmed may be included in the portfolio of Pledged Obligations as anEligible Investment without adversely affecting its then-current ratings on theNotes and (2) has a long-term credit rating of not less than “Aa2” by Moody’s, “AA”by Fitch and “AAA” by S&P (for so long as any Notes rated by S&P areOutstanding) or a credit rating of not less than “P-1” by Moody’s, “F1” byFitch and “A-1+” by S&P or “A-1” by S&P for Eligible Investments whichhave a maturity of thirty (30) daysor less (for so long as any Notes rated by S&P are Outstanding);

providedthat, except in the case of clauses (iv), (vii) and (viii) above, suchobligations shall have a predetermined fixed dollar amount of principal due atmaturity that cannot vary or change; provided, further, thatmortgage-backed securities and Interest Only Securities shall not constituteEligible Investments; and provided*,*further,that (a) Eligible Investments acquired with funds in the Collection Accountsshall include only such obligations or securities as mature no later than theBusiness Day prior to the next Payment Date succeeding the acquisition of suchobligations or securities, (b) Eligible Investments shall not include obligationsbearing interest at inverse floating rates, (c) Eligible Investments shall notinclude obligations the purchase of which would cause the Issuer to be engagedin a trade or business within the United States, shall not have paymentssubject to foreign or United States withholding tax, shall not be purchased fora price in excess of par and shall not have an S&P rating which contains asubscript “r”, “t”, “p”, “pi” or “q” and (d) Eligible Investments shall notinclude Margin Stock.

For the avoidance ofdoubt, all credit ratings by Fitch required under this definition shall bedeemed to be Fitch Ratings for all purposes under this Indenture.

“EntitlementOrder”:  The meaning specified inSection 8-102(a)(8) of the UCC.

“ERISA”:  The United States Employee Retirement IncomeSecurity Act of 1974, as amended.

“Euroclear”:  Euroclear Bank S.A./N.V., as operator of theEuroclear system.

“Event of Default”:  The meaning specified in Section 5.1hereof.

“Excepted Assets”:  (i) The U.S. $250 of capital contributed bythe holder of the ordinary shares of the Issuer, the U.S. $250 transaction feepaid to the Issuer, together with, in each case, any interest earned thereonand the bank account in which such monies are held and (ii) the PreferredShares Distribution Account and all of the funds and other property from timeto time deposited in or credited to the Preferred Shares Distribution Account.

“Exchange Act”:  The Securities Exchange Act of 1934, asamended.

“ExchangeSecurity”: The meaning specified in Section 12.1(b) hereof.

40

----

“ExpenseAccount”:  The accountestablished pursuant to Section 10.6(a) hereof.

“ExtendedMaturity Date”:  With respect to anyCollateral Debt Security, the maturity date of such Collateral Debt Security,assuming the exercise of all extension options that are exercisable at theoption of the related borrower under the terms of such Collateral DebtSecurity.

“ExtendedWeighted Average Maturity”:  As ofany Measurement Date with respect to the Collateral Debt Securities (other thanDefaulted Securities), the number obtained by (i) summing the products obtainedby multiplying (a) the remaining term to maturity (in years, rounded to thenearest one tenth thereof, and based on the Extended Maturity Date) of eachCollateral Debt Security (other than Defaulted Securities) by (b) theoutstanding Principal Balance at such time of such Collateral Debt Security and(ii) dividing the sum by the Aggregate Principal Balance at such time of allCollateral Debt Securities (other than Defaulted Securities).

“Financial Asset”:  The meaning specified in Section 8-102(a)(9)of the UCC.

“Financing Statements”:  Financing statements relating to the Assetsnaming the Issuer, as debtor, and the Trustee, on behalf of the Noteholders andeach Hedge Counterparty as secured party.

“Fitch”:  Fitch Ratings and any successor or successorsthereto.

“Fixed Rate Excess”:  As of any Measurement Date, a fraction(expressed as a percentage) the numerator of which is equal to the product of(i) the greater of zero and the excess, if any, of the Weighted Average Couponfor such Measurement Date over 7.0% and (ii) the Aggregate Principal Balance ofall Collateral Debt Securities that are Fixed Rate Securities (excluding allDefaulted Securities and Written Down Securities) and the denominator of whichis the Aggregate Principal Balance of all Collateral Debt Securities that areFloating Rate Securities (excluding all Defaulted Securities and Written DownSecurities), multiplying the resulting figure by 360 and then dividing by 365.

“Fixed Rate Security”:  Any Collateral Debt Security (including,without limitation, an Above Cap Security) other than a Floating Rate Security.

“Floating Rate Security”:  Any Collateral Debt Security which bearsinterest based upon a floating rate index (including a floating rate indexsubject to a cap but other than an Above Cap Security); provided**that any Covered Fixed Rate Security will be deemed to be aFloating Rate Security for purposes of calculating the Fixed Rate Excess,Spread Excess, Weighted Average Coupon and Weighted Average Spread and forpurposes of calculating the Spread Excess and Weighted Average Spread, suchCovered Fixed Rate Security shall be assumed to have a spread (i) above theapplicable London interbank offered rate equal to the spread over the Londoninterbank offered rate for U.S. Dollar deposits in Europe for the related swapagreement or (ii) equal to the sum of (a) the coupon on the underlying relatedCollateral Debt Security plus (b) the floating amount receivable from the applicableHedge Counterparty under the related swap agreement minus (c) the fixed amountpayable by the Issuer under the applicable swap agreement minus (d) theapplicable London interbank offered rate.

41

----

“Form-Approved Liability Hedge”:  A Liability Hedge entered into with respectto a Covered Fixed Rate Security (i) the documentation of which substantiallyconforms (but for the amount and timing of periodic payments, the notionalamount, the effective date, the termination date and other similarly necessarychanges) to a form for which satisfaction of the Rating Agency Condition waspreviously received in respect of the Notes (as certified to the Trustee by theCollateral Manager); provided**that (x) anyRating Agency may withdraw its approval of a form at any time and (y) such formdoes not provide for an upfront payment by the Issuer to the related HedgeCounterparty, and (ii) for which the Issuer has provided each Rating Agencywith written notice of the purchase of the related Collateral Debt Security withinfive Business Days after such purchase.

“Future AdvanceHolder”: The meaning specified in clause (xxxvi) of the definition ofEligibility Criteria.

“Future FundingLetter of Credit Amount”:  Theaggregate amount of all Qualified Letters of Credit or guarantees issued by oneor more entities generally rated at least “A-” by S&P and “A3” by Moody’sin favor of the Issuer and one or more Future Advance Holders or, subject tosatisfaction of the Rating Agency Condition, any Future Advance Holder and ineither case related to the additional funding obligations of Future AdvanceHolders or other entities in respect of Other Loans or indemnifications forlosses as described in Section 7.19(a).

“Future FundingReserve Account”:  The accountestablished pursuant to Section 10.9 hereof.

“Future FundingReserve Test”:  A test that issatisfied on any date if the sum of (A) amounts on deposit in any FutureFunding Reserve Account, (B) the Future Funding Letter of Credit Amount and (C)amounts on deposit in the Unused Proceeds Subaccount is equal to or greaterthan the Required Future Funding Reserve Amount.

“GeneralIntangible”:  The meaning specifiedin Section 9-102(a)(42) of the UCC.

“GKK”:  Gramercy Capital Corp., a Maryland realestate investment trust.

“Global Securities”:  The Rule 144A Global Securities and theRegulation S Global Securities.

“Governing Documents”:  With respect to (i) the Issuer, thememorandum and articles of association of the Issuer, as amended and restatedand/or supplemented and in effect from time to time and (ii) all other Persons,the articles of incorporation, certificate of incorporation, by-laws,certificate of limited partnership, limited partnership agreement, limitedliability company agreement, certificate of formation, articles of associationand similar charter documents, as applicable to any such Person.

“Government Items”:  A security (other than a security issued bythe Government National Mortgage Association) issued or guaranteed by theUnited States of America or an agency or instrumentality thereof representing afull faith and credit obligation of the United

42

----

States of America and, with respect to each of theforegoing, that is maintained in book-entry on the records of a Federal ReserveBank.

“GramercyInvestment”:  Gramercy InvestmentTrust, a Maryland real estate investment trust.

“Grant”:  To grant, bargain, sell, warrant, alienate,remise, demise, release, convey, assign, transfer, mortgage, pledge, create andgrant a security interest in and right of set-off against, deposit, set overand confirm.  A Grant of the PledgedObligations or of any other security or instrument shall include all rights,powers and options (but none of the obligations) of the granting partythereunder, including without limitation the immediate continuing right toclaim, collect, receive and take receipt for principal and interest payments inrespect of the Pledged Obligations (or any other security or instrument), andall other Monies payable thereunder, to give and receive notices and other communications,to make waivers or other agreements, to exercise all rights and options, tobring Proceedings in the name of the granting party or otherwise, and generallyto do and receive anything that the granting party is or may be entitled to door receive thereunder or with respect thereto.

“Green Loan”:  Green Loan Services LLC, a Delaware limitedliability company.

“Green LoanAdministrative Fee”:  A fee which isequal to 0.15% of the “book value” of each Collateral Debt Security (other thanany CMBS Security rated investment grade at the time of issuance thereof, anyCRE CDO Security or any REIT Debt Security, in each case owned by the Issuer)payable to Green Loan under the Asset Servicing Agreement during such DuePeriod; provided, however, that the Green Loan Administrative Feewill be reduced by the fees payable to the Primary Servicers to the extentdescribed on Schedule Q hereto during such Due Period.  During any period in which Green Loan isacting as special servicer under the Asset Servicing Agreement with respect toa Collateral Debt Security which is subject to special servicing thereunder,Green Loan will not be entitled to the Green Loan Administrative Fee withrespect to such Collateral Debt Security.

“Hedge Agreement”:  One or more interest rate cap agreements,interest rate floor agreements, Interest Rate Swap Agreements or similaragreements (including Liability Hedges), including any related ISDA MasterAgreement and hedge confirmations, entered into between the Issuer and one or moreHedge Counterparties from time to time and any additional or replacementinterest rate cap or swap agreements or other agreements that address interestrate exposure, entered into from time to time between the Issuer and each HedgeCounterparty in accordance with the terms hereof, as the same may be amended,supplemented or otherwise modified from time to time in accordance with itsterms.

“Hedge Collateral Account”:  Each trust account established pursuant to Section16.1(e) hereof.

“Hedge Counterparty”:  Any institution or institutions with whom theIssuer enters into interest rate cap agreements, interest rate flooragreements, Interest Rate Swap Agreements or other similar agreements(including Liability Hedges) that address interest rate

43

----

exposure, or any permitted assignees or successors ofsuch institutions under any Hedge Agreements.

“Hedge Counterparty Credit Support”:  With respect to any Hedge Agreement, theagreement to provide collateral, if necessary, substantially in the form of theISDA Credit Support Annex attached to such Hedge Agreement, which in each casewill be substantially similar to the ISDA Credit Support Annex attached to theForm-Approved Liability Hedge.

“Hedge Counterparty Credit SupportProvider”:  The meaningspecified in Section 16.1(a) hereof.

“Hedge Counterparty Required Rating”:(i) with respect to a Person as an issuer or with respect to long-term seniorunsecured debt of such Person, (a) “A1” by Moody’s  to the extent such Person has a long-termrating only (for so long as any Notes are Outstanding and are rated by Moody’s);or (b) “A2” by Moody’s  to the extentsuch Person has both a long-term and short-term rating and the short-termrating is “P-1” (for so long as any Notes are Outstanding and are rated byMoody’s); and (ii) with respect to a Person as an issuer or with respect tolong term senior unsecured debt of such Person, “BBB-” by S&P (for so longas any Notes are Outstanding and are rated by S&P), or a short term ratingof such Person, of “A-3” by S&P (for so long as any Notes are Outstandingand are rated by S&P); provided that should a Rating Agency effectan overall downward adjustment of its short-term or long-term ratings, then theapplicable Hedge Counterparty Required Rating shall be downwardly adjusted accordingly;provided,**further, that anyadjustment to a rating shall be subject to the prior written consent of theapplicable Rating Agency.

“Hedge Counterparty Collateral ThresholdRating”:  With respectto a person as an issuer or with respect to the debt of such person, as thecase may be, such rating as shall be satisfactory to S&P (for so long asany Class of Notes is Outstanding and is rated by S&P) and Moody’s (for solong as any Class of Notes is Outstanding and is rated by Moody’s) at the timeof entering into the applicable Hedge Agreement and as specifically set forthin the related Hedge Agreement; provided that should a Rating Agencyeffect an overall downward adjustment of its short-term or long-term ratings,then the applicable Hedge Counterparty Collateral Threshold Rating shall bedownwardly adjusted accordingly; provided, further, that anyadjustment to a rating shall be subject to the prior written consent of theapplicable Rating Agency.

“Hedge Payment Amount”:  With respect to each Hedge Agreement, theamount of any payment then due and payable thereunder by the Issuer to eachHedge Counterparty, including without limitation any payments due and payableupon a termination of such Hedge Agreement.

“Hedge Termination Account”:  Each trust account established pursuant to Section16.1(g) hereof.

“Herfindahl Diversity Test”:  A test that will be satisfied if on anyMeasurement Date the Herfindahl Score for the Collateral Debt Securities onsuch Measurement Date is greater than 20. In the event that Cash has been received in respect of PrincipalProceeds of the

44

----

Collateral Debt Securities since the immediatelypreceding Measurement Date but has not been reinvested in additional CollateralDebt Securities as of the current Measurement Date, the Herfindahl DiversityTest also will be deemed satisfied on the current Measurement Datenotwithstanding a Herfindahl Score of 20 or less if (i) the Herfindahl Test wassatisfied or deemed satisfied on the immediately preceding Measurement Date and(ii) the reason for the failure on the current Measurement Date is theexistence of such Cash.  Similarly, ifthe Herfindahl Diversity Test was not satisfied or deemed satisfied on theimmediately preceding Measurement Date and the Herfindahl Score has worsened asof the current Measurement Date, the Herfindahl Score as of the immediatelypreceding Measurement Date will be deemed to have been maintained on thecurrent Measurement Date to the extent that the reason for such worsenedHerfindahl Score is the existence of such Cash.

“Herfindahl Score”:  The amount determined by the CollateralManager on any Measurement Date, by dividing (i) one by (ii) the sum of theseries of products obtained for each Collateral Debt Security, by squaring thequotient of (x) the Principal Balance on such Measurement Date of each suchCollateral Debt Security and (y) Aggregate Principal Balance of all CollateralDebt Securities on such Measurement Date.

“Highest Auction Price”:  The meaning specified in Section12.4(b)(iv) hereof.

“Holder” or “Securityholder”:  With respect to any Note, the Person in whosename such Note is registered in the Notes Register.  With respect to any Preferred Share, thePerson in whose name such Preferred Share is registered in the registermaintained by the Share Registrar.

“Indenture”:  This instrument as originally executed and,if from time to time supplemented or amended by one or more indenturessupplemental hereto entered into pursuant to the applicable provisions hereof,as so supplemented or amended.

“Independent”:  As to any Person, any other Person(including, in the case of an accountant, or lawyer, a firm of accountants orlawyers and any member thereof or an investment bank and any member thereof)who (i) does not have and is not committed to acquire any material direct orany material indirect financial interest in such Person or in any Affiliate ofsuch Person, and (ii) is not connected with such Person as an Officer,employee, promoter, underwriter, voting trustee, partner, director or Personperforming similar functions.  “Independent”when used with respect to any accountant may include an accountant who auditsthe books of such Person if in addition to satisfying the criteria set forthabove the accountant is independent with respect to such Person within themeaning of Rule 101 of the Code of Ethics of the American Institute ofCertified Public Accountants.

Whenever anyIndependent Person’s opinion or certificate is to be furnished to the Trusteesuch opinion or certificate shall state that the signer has read thisdefinition and that the signer is Independent within the meaning hereof.

“IndemnifiedParty”:  The meaning specified inclause (xxxvi) of the definition of Eligibility Criteria.

45

----

“Ineligible Equity Security”: Any equitysecurity or any other security which is not eligible for purchase by the Issueras a Collateral Debt Security; provided that the term “Ineligible EquitySecurity” will not include any Preferred Equity Security or any asset backedsecurity structured as a certificate or other form of beneficial interest orany instrument that is otherwise eligible for purchase by the Issuer as aCollateral Debt Security the terms of which include an “equity kicker.”

“InitialCollateral Debt Security”:  Any ofthe Collateral Debt Securities acquired by the Issuer on the Closing Date orwith respect to which the Issuer has, as of the Closing Date, entered into abinding commitment to purchase.

“InitialDeposit”:  Any Cash or Moneydeposited with the Trustee by the Issuer on the Closing Date for inclusion asAssets and deposited by the Trustee in the Unused Proceeds Account on theClosing Date, which shall be equal to $180,259,089.84.

“InitialMaturity Date”:  With respect to anyCollateral Debt Security, the maturity date of such Collateral Debt Securitywithout giving effect to any extension options available under the terms ofsuch Collateral Debt Security.

“Initial Purchaser”:  Each of Wachovia Capital Markets, LLC andGoldman, Sachs & Co.

“InitialWeighted Average Maturity”:  As ofany Measurement Date with respect to the Collateral Debt Securities (other thanDefaulted Securities), the number obtained by (i) summing the products obtainedby multiplying (a) the remaining term to maturity (in years, rounded to thenearest one tenth thereof, and based on the Initial Maturity Date) of eachCollateral Debt Security (other than Defaulted Securities) by (b) theOutstanding Principal Balance of such Collateral Debt Security and (ii)dividing the sum by the Aggregate Principal Balance at such time of allCollateral Debt Securities (other than Defaulted Securities).

“Instrument”:  The meaning specified in Section 9-102(a)(47)of the UCC.

“Interest Accrual Period”:  With respect to (i) the first Payment Date,the period from and including the Closing Date to but excluding the initialPayment Date and (ii) with respect to each successive Payment Date, the periodfrom and including the immediately preceding Payment Date to but excluding suchPayment Date.

“Interest Advance”:  The meaning specified in Section 10.10(a)hereof.

“Interest Collection Account”:  The trust account established pursuant to Section10.2(a) hereof.

“Interest Coverage Ratio”:With respect to the Class A Notes and the Class B Notes (the “Class A/B Interest Coverage Ratio”),the Class C Notes, the Class D Notes and the Class E Notes (the “Class C/D/E Interest Coverage Ratio”)or the Class F Notes, the Class G Notes and the Class H Notes (the “Class F/G/H Interest Coverage Ratio”)as of any Measurement Date, the ratio calculated by dividing:

46

----

(1)                                  (i)the sum of (A) Cash standing to the credit of the Expense Account, plus (B) theScheduled Distributions of interest due (or, in the case of the PreferredEquity Securities, the scheduled payments of dividends or other distributionsnot attributable to the return of capital by their governing documents) due (ineach case regardless of whether the due date for any such interest (or dividendor other distribution) payment has yet occurred) in the Due Period in whichsuch Measurement Date occurs on (x) the Collateral Debt Securities (excludingaccrued and unpaid interest on Defaulted Securities); provided that nointerest (or dividends or other distributions) will be included with respect toany Collateral Debt Security (including, without limitation, the deferred orcapitalized interest component of a Partially Deferred Loan) to the extent thatsuch Collateral Debt Security does not provide for the scheduled payment ofinterest (or dividends or other distributions) in Cash; and (y) the EligibleInvestments held in the Payment Account, the Collection Accounts, the DelayedFunding Obligations Account, the Unused Proceeds Account (including the UnusedProceeds Subaccount) and the Expense Account (whether purchased with InterestProceeds or Principal Proceeds), plus (C) any net amount (other than anytermination payments) scheduled to be received by the Issuer from any HedgeCounterparty under any related Hedge Agreement on or before the followingPayment Date, plus (D) Interest Advances, if any, advanced by the AdvancingAgent or the Trustee, in its capacity as Backup Advancing Agent, with respectto the related Payment Date, minus (ii) the sum of (A) any net amount (otherthan any termination payments) scheduled to be paid by the Issuer to any HedgeCounterparty under any related Hedge Agreement on or before the followingPayment Date, plus, without duplication, (B) any amounts scheduled to be paidpursuant to Section 11.1(a)(i)(1) through (5); by

(2)                                  (i)in the case of the Class A/B Interest Coverage Ratio, the sum of the scheduledinterest on the Class A-1 Notes, the Class A-2 Notes and the Class B Notespayable on the Payment Date immediately following such Measurement Date plusany Class A-1 Defaulted Interest Amount, any Class A-2 Defaulted Interest Amountand any Class B Defaulted Interest Amount payable on the Payment Dateimmediately following such Measurement Date; (ii) in the case of the ClassC/D/E Interest Coverage Ratio, the amount determined by the foregoing clause(i) plus the scheduled interest on the Class C Notes (including any Class CDefaulted Interest Amount and interest on Class C Capitalized Interest, if any,but excluding any Class C Capitalized Interest), the Class D Notes (includingany Class D Defaulted Interest Amount and interest on Class D CapitalizedInterest, if any, but excluding any Class D Capitalized Interest) and the ClassE Notes (including any Class E Defaulted Interest and interest on any Class ECapitalized Interest, if any, but excluding any Class E Capitalized Interest)payable on the Payment Date immediately following such Measurement Date; or(iii) in the case of the Class F/G/H Interest Coverage Ratio, the amountdetermined by the foregoing clause

47

----

(ii) plus the scheduled interest on the Class F Notes(including any Class F Defaulted Interest Amount and interest on Class FCapitalized Interest, if any, but excluding any Class F Capitalized Interest),the Class G Notes (including any Class G Defaulted Interest Amount and intereston Class G Capitalized Interest, if any, but excluding any Class G CapitalizedInterest) and the Class H Notes (including any Class H Defaulted Interest andinterest on Class H Capitalized Interest, if any, but excluding any Class HCapitalized Interest), in each case payable on the Payment Date immediatelyfollowing such Measurement Date.

“Interest Distribution Amount”:  Each of the Class A-1 Interest DistributionAmount, Class A-2 Interest Distribution Amount, Class B Interest DistributionAmount, Class C Interest Distribution Amount, Class D Interest DistributionAmount, Class E Interest Distribution Amount, Class F Interest DistributionAmount, Class G Interest Distribution Amount, Class H Interest DistributionAmount, Class J Interest Distribution Amount and Class K Interest DistributionAmount.

“Interest Only Security”:  Any security that by its terms provides forperiodic payments of interest on a notional amount and does not provide for therepayment of a principal amount.

“Interest Proceeds”:  With respect to any Payment Date, (a) the sum(without duplication) of (i) all Cash payments of interest (including anyamount representing the accreted portion of a discount from the face amount ofan Eligible Investment) or dividends and other distributions (but excludingdistributions on Preferred Equity Securities attributable to the return ofcapital by their governing documents) received during the related Due Period onthe Collateral Debt Securities other than Defaulted Securities (net of theServicing Fee and other amounts payable in accordance with each ServicingAgreement) and Eligible Investments, including, in the Collateral Manager’scommercially reasonable discretion (exercised as of the trade date), theaccrued interest received in connection with a sale of such Collateral DebtSecurities or Eligible Investments (to the extent such accrued interest was notapplied to the purchase of Substitute Collateral Debt Securities), in eachcase, excluding any accrued interest included in Principal Proceeds pursuant toclause (a)(iv), (v) or (vii) of the definition of Principal Proceeds, (ii) allmake whole premiums, yield maintenance or any interest amount paid in excess ofthe stated interest amount of a Collateral Debt Security received during therelated Due Period, (iii) all amendment and waiver fees, late payment fees,commitment fees, exit fees, extension fees and other fees and commissionsreceived by the Issuer during such Due Period in connection with suchCollateral Debt Securities and Eligible Investments (other than, in each suchcase, fees and commissions received in connection with the restructuring of aDefaulted Security or default of Collateral Debt Securities and EligibleInvestments and, for the avoidance of doubt, any origination fees paid by arelated borrower), (iv) all payments pursuant to any Hedge Agreement for thePayment Date immediately following such Due Period (excluding any amountspayable by the Issuer upon a termination under any Hedge Agreement during suchDue Period), (v) all amounts to be transferred by the Trustee from the AssetHedge Account to the Collection Account in respect of such Payment Datepursuant to the related Asset Hedge Schedules, (vi) funds in the UnusedProceeds Account designated as Interest Proceeds by the Collateral Managerpursuant to Section 10.4(c), (vii) funds in the Expense Accountdesignated as Interest Proceeds

48

----

by the Collateral Manager pursuant to Section10.6(a), (viii) funds remaining on deposit in the Expense Account uponredemption of the Notes in whole, pursuant to Section 10.6(a), (ix)except for distributions on Preferred Equity Securities attributable to thereturn of capital by their governing documents and other than as specified initem (i) above, all proceeds received in respect of equity features, if any, ofthe Collateral Debt Securities, (x) with respect to any Defaulted Security soldby the Issuer during the related Due Period, the excess, if any, of the amountreceived by the Issuer in connection with such sale and the par amount of suchDefaulted Security, (xi) any payments received in respect of Interest OnlySecurities to the extent they were purchased with Interest Proceeds, (xii) allpayments of principal on Eligible Investments purchased with proceeds of items(a)(i), (ii) and (iii) of this definition and (xiii) any excess proceedsreceived in respect of a Collateral Debt Security after required fixed paymentsare made on other classes of securities senior to such Collateral Debt Securityto the extent such proceeds are designated as “Interest Proceeds” by theCollateral Manager in its sole discretion; provided**thatInterest Proceeds will in no event include any payment or proceeds specificallydefined as “Principal Proceeds” in the definition thereof; minus (b)(i) theaggregate amount of any Nonrecoverable Advances that were previously reimbursedto the Advancing Agent or the Trustee, in its capacity as Backup AdvancingAgent, and the aggregate amount of any Nonrecoverable Cure Advances reimbursedto the Collateral Manager during the related Due Period from Interest Proceedsand (ii) the aggregate amount of any Hedge Payment Amounts that were previouslypaid to the applicable Hedge Counterparty from Interest Proceeds during therelated Due Period.  For the avoidance ofdoubt, Servicing Fees are netted out of amounts received in respect ofCollateral Debt Securities, and are not included in the definition of “InterestProceeds” and are not payable pursuant to the Priority of Payments.

“Interest Rate Swap Agreement”:An interest rate swap agreement, including any related ISDA Master Agreementand hedge confirmations, for purposes of managing the Issuer’s interest rateexposure related to the variable rate of interest applicable to the Notes.

“Interest Shortfall”:  The meaning set forth in Section 10.10(a)hereof.

“Investment Company Act”:  The Investment Company Act of 1940, asamended.

“Irish PayingAgent”:  JPMorgan Bank (Ireland) PLC,or any successor Irish Paying Agent under the Irish Paying Agent Agreement.

“Irish Paying Agent Agreement”:  The agreement between the Issuer and theIrish Paying Agent that will be entered into in the event that the listing ofthe Notes on the Irish Stock Exchange is obtained.

“Issuer”:  Gramercy Real Estate CDO 2006-1, Ltd., anexempted company incorporated with limited liability under the laws of theCayman Islands, until a successor Person shall have become the Issuer pursuantto the applicable provisions of this Indenture, and thereafter “Issuer” shallmean such successor Person.

“Issuer Order” and “Issuer Request”:  A written order or request (which may be inthe form of a standing order or request) dated and signed in the name of theIssuer and the Co-Issuer

49

----

by an Authorized Officer of each of the Issuer and theCo-Issuer, or by an Authorized Officer of the Collateral Manager.

“Liability Hedge”:Any agreement, in the form of an interest rate exchange agreement, between theIssuer and a Hedge Counterparty that is entered into by the Issuer inconnection with the purchase or holding of (i) a Fixed Rate Security or (ii) aFloating Rate Security that bears interest upon a floating rate index otherthan the applicable London interbank offered rate, and which, in each case,entitles the Issuer to receive from the related Hedge Counterparty paymentsbased on the applicable London interbank offered rate, plus or minus a spread,at prevailing market rates, as determined by the Collateral Manager at the dateof execution of such agreement.  Inaddition to the foregoing, each Liability Hedge will be subject to the followingconditions:

(a)           the notional balance of eachLiability Hedge shall in no event exceed the scheduled principal amount of theCollateral Debt Security to which it is related;

(b)           each Liability Hedge (i) (other thanLiability Hedges entered into in respect of an ARD Loan) will amortize accordingto the same schedule as, and terminate on the maturity date of, the CollateralDebt Security to which it is related and (ii) any such amounts so payable shallbe paid in accordance with the Priority of Payments;

(c)           the payment dates of the LiabilityHedge must match the payment dates of either the Collateral Debt Security towhich it is related or the Payment Dates for the Notes;

(d)           if the Collateral Debt Securityrelated to a Liability Hedge (i) is a Defaulted Security, or (ii) is sold bythe Issuer, such Liability Hedge shall be terminated; provided that ifany unscheduled Hedge Payment Amount is payable by the Issuer under the relatedHedge Agreement solely as a result of the early termination of such LiabilityHedge and is not offset by any amount payable by the relevant HedgeCounterparty, (A) such Liability Hedge may only be terminated if the RatingAgency Condition with respect to Moody’s and S&P shall have been satisfiedin connection with such termination; and (B) such Hedge Payment Amount shall bepaid in accordance with the Priority of Payments;

(e)           if the Collateral Debt Securityrelated to such Liability Hedge is not a Defaulted Obligation and suchCollateral Debt Security is called or prepaid, such Liability Hedge shall beterminated; provided that if any unscheduled Hedge Payment Amount ispayable by the Issuer solely as a result of the early termination of suchLiability Hedge and is not offset by any amount payable by the relevant HedgeCounterparty, (i) such Liability Hedge may only be terminated if the RatingAgency Condition with respect to Moody’s and S&P shall have been satisfiedin connection with such termination, (ii) any such Hedge Payment Amount shallfirst be paid from any call, redemption and prepayment premiums received fromsuch Collateral Debt Security, and (iii) any remaining amount so payable shallbe paid in accordance with the Priority of Payments;

50

----

(f)            except upon satisfaction of theRating Agency Condition with respect to Moody’s and S&P, each LiabilityHedge entered into in respect of an ARD Loan will be for a term that terminatesat least three years after the anticipated repayment date of such ARD Loan; and

(g)           each Liability Hedge will containappropriate limited recourse and non-petition provisions equivalent (*mutatis mutandis*) to those contained in this Indenture.

“LIBOR”:  The meaning set forth in Schedule Fattached hereto.

“LIBORDetermination Date”: The meaning set forth in Schedule F attached hereto.

“Liquidity”: As of any date of determination, an amount equal to the sum of (x) thecash and cash equivalents of Gramercy Capital Corp. and GKK Capital LP (on aconsolidated basis) on such date of determination, (y) the total amount ofcapacity available to Gramercy Capital Corp. and/or GKK Capital LP under anyunsecured facility in effect on such date of determination (determined inaccordance with the relevant provisions of each such facility) and (z) theexcess, if any, of (A) the total amount available to be drawn by all ApprovedLenders under all Warehouse Facilities over (B) the total amount actually drawnby all Approved Lenders under all Warehouse Facilities, in each case, on suchdate of determination and in accordance with the terms of such WarehouseFacilities.

“Liquidity Test”:  The meaning specified in Section 7.19hereof.

“List”:  The meaning specified in Section12.4(a)(ii) hereof.

“ListedBidders”:  The meaningspecified in Section 12.4(a)(ii) hereof.

“LLC Managers”: The managers of the Co-Issuer duly appointed by the sole member of theCo-Issuer (or, if there is only one manager of the Co-Issuer so duly appointed,such sole manager).

“Loan”:Any U.S. Dollar denominated interest in a senior secured or senior unsecured orsenior or junior subordinated term loan (including, without limitation, amortgage loan, an ARD Loan, a Delayed Draw Term Loan, or a B Note (or otherinterest in a split loan structure)) or any Participation interest therein, orany Mezzanine Loan, Single Asset Mortgage Security, Single Borrower MortgageSecurity or Rake Bond.

“LondonBanking Day”:  Themeaning set forth in Schedule F attached hereto.

“Majority”:  With respect to:

(i)            any Class of Notes, the Holders ofmore than 50% of the Aggregate Outstanding Amount of the Notes of such Class;and

51

----

(ii)           the Preferred Shares, the PreferredShareholders representing more than 50% of the aggregate Notional Amount of theoutstanding Preferred Shares, which are issued and have not been redeemed.

“Majority Preferred Shares Holder”:  The holder of at least a majority of theaggregate Notional Amount of the outstanding Preferred Shares.

“MandatoryRedemption”:  Themeaning specified in Section 9.6 hereof.

“MarginStock”:  As definedunder Regulation U issued by the Board of Governors of the Federal ReserveSystem.

“MarketValue”:  With respectto any date of determination and any Collateral Debt Security or EligibleInvestment, an amount equal to (i) the median of the bona fide bids for suchCollateral Debt Security obtained by the Collateral Manager at such time fromany three nationally recognized dealers, which dealers are Independent from oneanother and from the Collateral Manager, (ii) if the Collateral Manager is in goodfaith unable to obtain bids from three such dealers, the lesser of the bonafide bids for such Collateral Debt Security obtained by the Collateral Managerat such time from any two nationally recognized dealers chosen by theCollateral Manager, which dealers are Independent from each other and theCollateral Manager, or (iii) if the Collateral Manager is in good faith unableto obtain bids from two such dealers, the bona fide bid for such CollateralDebt Security obtained by the Collateral Manager at such time from anynationally recognized dealer chosen by the Collateral Manager, which dealer isIndependent from the Collateral Manager.

“MarketValue Collateralized Debt Obligation”:  Any collateralized debt obligation that isvalued on the basis of the market value of the underlying debt obligationsrather than the cash flow related to the underlying debt obligations.

“Maturity”:  With respect to any Note, the date on whichthe unpaid principal of such Note becomes due and payable as therein or hereinprovided, whether at the Stated Maturity or by declaration of acceleration orotherwise.

“MeasurementDate”:  Any of thefollowing: (i) the Closing Date, (ii) the date of acquisition (or, in the caseof an acquisition of any CMBS Security, REIT Debt Security or CRE CDO Security,the date on which the Issuer irrevocably commits to purchase such security) ordisposition of any Collateral Debt Security, (iii) any date on which anyCollateral Debt Security becomes a Defaulted Security, (iv) each DeterminationDate, (v) the last Business Day of each calendar month (other than any calendarmonth in which a Determination Date occurs) and (vi) with reasonable notice tothe Issuer and the Trustee, any other Business Day that any Rating Agency orthe Holders of at least 66 2/3% of the Aggregate Outstanding Amount of anyClass of Notes requests be a “Measurement Date”;provided**that if any such date wouldotherwise fall on a day that is not a Business Day, the relevant MeasurementDate will be the immediately preceding Business Day.

“Mezzanine Loan”: A Loan secured by one or moredirect or indirect ownership interests in a company, partnership or otherentity owning, operating or controlling, directly or

52

----

through subsidiaries or affiliates, one or morecommercial properties, including a participation interest therein.

“Minimum Ramp-Up Amount”:  An amount equal to $1,000,000,000.

“MinimumWeighted Average Coupon Test”:  A test that will be satisfied on anyMeasurement Date if the Weighted Average Coupon for the Collateral DebtSecurities is greater than or equal to 7.0%.

“MinimumWeighted Average Spread Test”:  A test that will be satisfied as of anyMeasurement Date if the Weighted Average Spread as of such Measurement Date forthe Collateral Debt Securities is greater than or equal to 2.2%.

“Minnesota Collateral”:  The meaning specified in Section 3.3(a)(v)hereof.

“Money”:  The meaning specified in Section 1-201(24) ofthe UCC.

“MonthlyReport”:  The meaningspecified in Section 10.12(c) hereof.

“Moody’s”:  Moody’s Investors Service, Inc., and itssuccessors in interest.

“Moody’s Maximum Rating Factor Test”:  A test that will be satisfied on anyMeasurement Date if the Weighted Average Moody’s Rating Factor does not exceed3700.

“Moody’s Post-Acquisition Compliance Test”:  A test that will be satisfied if the Moody’sMaximum Rating Factor Test is satisfied.

“Moody’s Post-Acquisition Failure”: The meaningspecified in Section 12.2(b) hereof.

“Moody’sRating”:  Of anyCollateral Debt Security will be determined as follows:

(i)            (x) if such Collateral Debt Securityis publicly rated by Moody’s, the Moody’s Rating will be such rating, or, (y)if such Collateral Debt Security is not publicly rated by Moody’s, but theIssuer has requested that Moody’s assign a rating to such Collateral DebtSecurity, the Moody’s Rating will be the rating so assigned by Moody’s;

(ii)           with respect to a CMBS Security orREIT Debt Security, if such CMBS Security or REIT Debt Security is not rated byMoody’s, then the Moody’s Rating of such CMBS Security or REIT Debt Securitymay be determined using any one of the methods below:

(A)          with respect to any REIT Debt Securitynot publicly rated by Moody’s that is a REIT Debt Securities—Diversified; REITDebt Securities—Health Care; REIT Debt Securities—Hotel; REIT Debt 

53

----

Securities—Industrial;REIT Debt Securities—Multi-Family; REIT Debt Securities—Office; REIT DebtSecurities—Residential; REIT Debt Securities—Retail; or REIT DebtSecurities—Storage, if such REIT Debt Security is publicly rated by S&P,then the Moody’s Rating thereof will be (1) one subcategory below the Moody’sequivalent rating assigned by S&P if the rating assigned by S&P is “BBB”or greater and (2) two rating subcategories below the Moody’s equivalent ratingassigned by S&P if the rating assigned by S&P is below “BBB”;

(B)           with respect to any CMBS ConduitSecurity not publicly rated by Moody’s, (x) if Moody’s has rated a tranche orclass of CMBS Conduit Security senior to the relevant issue, then the Moody’sRating thereof will be one and one-half rating subcategories below the Moody’sequivalent of the lower of the rating assigned by S&P and Fitch forpurposes of determining the Moody’s Rating Factor and one rating subcategorybelow the Moody’s equivalent of the lower rating assigned by S&P and Fitchfor all other purposes and (y) if Moody’s has not rated any such tranche orclass and S&P and Fitch have rated the subject CMBS Conduit Security, thenthe Moody’s Rating thereof will be two rating subcategories below the Moody’sequivalent of the lower of the rating assigned by S&P and Fitch;

(C)           with respect to any CMBS Large LoanSecurity not rated by Moody’s, the Issuer or the Collateral Manager on behalfof the Issuer will request Moody’s to assign a rating to such CMBS Large LoanSecurity on a case-by-case basis; and

(D)          with respect to any other type of CMBSSecurity or REIT Debt Securities of a Specified Type not referred to in clauses(A) through (C) above, pursuant to subclause (y) of clause (i) above;

(iii)          with respect to corporate guaranteeson REIT Debt Securities, if such corporate guarantees are not publicly rated byMoody’s but another security or obligation of the guarantor or obligor (an “othersecurity”) is publicly rated by Moody’s, and no rating has been assigned inaccordance with clause (i) above, the Moody’s Rating of such Collateral DebtSecurity will be determined as follows:

(A)          if the corporate guarantee is a seniorsecured obligation of the guarantor or obligor and the other security is also asenior secured obligation, the Moody’s Rating of such Collateral Debt Securitywill be the rating of the other security;

(B)           if the corporate guarantee is asenior unsecured obligation of the guarantor or obligor and the other securityis a senior secured obligation, the Moody’s Rating of such Collateral DebtSecurity will be one rating subcategory below the rating of the other security;

54

----

(C)           if the corporate guarantee is asubordinated obligation of the guarantor or obligor and the other security is asenior secured obligation that is: (1) rated “Ba3” or higher by Moody’s, theMoody’s Rating of such corporate guarantee will be three rating subcategoriesbelow the rating of the other security; or (2) rated “B1” or lower by Moody’s,the Moody’s Rating of such corporate guarantee will be two rating subcategoriesbelow the rating of the other security;

(D)          if the corporate guarantee is a seniorsecured obligation of the guarantor or obligor and the other security is asenior unsecured obligation that is: (1) rated “Baa3” or higher by Moody’s, theMoody’s Rating of such corporate guarantee will be the rating of the othersecurity; or (2) rated “Ba1” or lower by Moody’s, the Moody’s Rating of suchcorporate guarantee will be one rating subcategory above the rating of theother security;

(E)           if the corporate guarantee is asenior unsecured obligation of the guarantor or obligor and the other securityis also a senior unsecured obligation, the Moody’s Rating of such corporateguarantee will be the rating of the other security;

(F)           if the corporate guarantee is asubordinated obligation of the guarantor or obligor and the other security is asenior unsecured obligation that is: (1) rated “B1” or higher by Moody’s, theMoody’s Rating of such corporate guarantee will be two rating subcategoriesbelow the rating of the other security; or (2) rated “B2” or lower by Moody’s,the Moody’s Rating of such corporate guarantee will be one rating subcategorybelow the rating of the other security;

(G)           if the corporate guarantee is asenior secured obligation of the guarantor or obligor and the other security isa subordinated obligation that is: (1) rated “Baa3” or higher by Moody’s, theMoody’s Rating of such corporate guarantee will be one rating subcategory abovethe rating of the other security; (2) rated below “Baa3” but not rated “B3” byMoody’s, the Moody’s Rating of such corporate guarantee will be two ratingsubcategories above the rating of the other security; or (3) rated “B3” byMoody’s, the Moody’s Rating of such corporate guarantee will be “B2”;

(H)          if the corporate guarantee is a seniorunsecured obligation of the guarantor or obligor and the other security is asubordinated obligation that is: (1) rated “Baa3” or higher by Moody’s, theMoody’s Rating of such corporate guarantee will be one rating subcategory abovethe rating of the other security; or (2) rated “Ba1” or lower by Moody’s, theMoody’s Rating of such corporate guarantee will also be one rating subcategoryabove the rating of the other security; and

55

----

(I)            if the REIT Debt Security is a subordinatedobligation of the guarantor or obligor and the other security is also asubordinated obligation, the Moody’s Rating of such corporate guarantee will bethe rating of the other security; or

(iv)          if such Collateral Debt Security is aMezzanine Loan or a CRE CDO Security, no notching is permitted and the Moody’sRating will be the rating so assigned by Moody’s;

provided**that (x) therating of either S&P or Fitch used to determine the Moody’s Rating pursuantto any of clauses (ii) or (iii) above will be (a) a public rating thataddresses the obligation of the obligor (or guarantor, where applicable) to payprincipal of and interest on the relevant Collateral Debt Security in full andis monitored on an ongoing basis by the relevant Rating Agency or (b) if nosuch public rating is available, a rating determined pursuant to a methoddetermined by Moody’s on a case-by-case basis and (y) the Aggregate PrincipalBalance of Collateral Debt Securities the Moody’s Rating of which is based onan S&P rating or a Fitch rating may not exceed 20% of the AggregatePrincipal Balance of all Collateral Debt Securities; provided, further,that the Moody’s Rating of any Collateral Debt Security will be reduced onesubcategory to the extent it is on credit watch with negative implications andincreased one subcategory to the extent it is on credit watch with positiveimplications; provided, further, however, thatnotwithstanding any of the foregoing provisions to the contrary, the CollateralManager may, consistent with Moody’s published criteria for underwriting andtranching of commercial real estate loans, use its estimated ratings forCollateral Debt Securities representing up to 20% of the Aggregate CollateralBalance; provided that in connection with the foregoing, the Collateral Manageron behalf of the Issuer may apply for an estimated rating from Moody’s within10 Business Days after the date on which the Issuer purchases a Collateral DebtSecurity.

“Moody’sRating Factor”: Relating to any Collateral Debt Security, the number set forth in thetable below opposite the Moody’s Rating of such Collateral Debt Security:
| Moody’s Rating | ** ** | **Moody’s Rating  Factor** | ** ** | **Moody’s Rating** | ** ** | **Moody’s Rating  Factor** | ** ** |
|---------------------|------------|---------------------------------|------------|-------------------------|------------|---------------------------------|------------|
| Aaa                 |       | 1                               |       | Ba1                     |       | 940                             |       |
| Aa1                 |       | 10                              |       | Ba2                     |       | 1,350                           |       |
| Aa2                 |       | 20                              |       | Ba3                     |       | 1,766                           |       |
| Aa3                 |       | 40                              |       | B1                      |       | 2,220                           |       |
| A1                  |       | 70                              |       | B2                      |       | 2,720                           |       |
| A2                  |       | 120                             |       | B3                      |       | 3,490                           |       |
| A3                  |       | 180                             |       | Caa1                    |       | 4,770                           |       |
| Baa1                |       | 260                             |       | Caa2                    |       | 6,500                           |       |
| Baa2                |       | 360                             |       | Caa3                    |       | 8,070                           |       |
| Baa3                |       | 610                             |       | Ca or lower             |       | 10,000                          |       |

 

“Moody’sRecovery Rate”:  Withrespect to any Collateral Debt Security on any Measurement Date, an amountequal to (A) if the Specified Type of Collateral Debt Security is included inthe table attached as Schedule A (the Moody’s Recovery Rate Assumptions)hereto,

56

----

the percentage for such Collateral Debt Security setforth in **ScheduleA** (the Moody’s Recovery Rate Assumptions) hereto in (x) thetable corresponding to the relevant Specified Type of Collateral Debt Security,(y) the column in such table setting forth the Moody’s Rating of suchCollateral Debt Security on such Measurement Date and (z) the row in such tableopposite the percentage of the issue of which such Collateral Debt Security isa part relative to the total capitalization of (including both debt and equitysecurities issued by) the relevant issuer of or obligor on such Collateral DebtSecurity determined on the date on which such Collateral Debt Security wasoriginally issued or (B) if the Specified Type of Collateral Debt Security isnot included in the table set forth in **Schedule A** (the Moody’s Recovery RateAssumptions) hereto, the Recovery Rate set forth following such table withrespect to the applicable Specified Type.

“Moody’s Recovery Test”:  A test that will be satisfied as of anyMeasurement Date, if the Moody’s Weighted Average Recovery Rate is greater thanor equal to 42.0%.  For purposes ofdetermining whether the Moody’s Recovery Test has been satisfied, the Moody’sRecovery Rate with respect to proceeds from any Collateral Debt Security whichhave not been reinvested shall be the Moody’s Recovery Rate associated withsuch Collateral Debt Security.

“Moody’sSpecial Amortization Pro Rata Condition”:  A condition that will be satisfied withrespect to any Payment Date if either (i)(a) the aggregate Principal Balance ofthe Collateral Debt Securities as of the related Determination Date is greaterthan an amount equal to 50% of the aggregate Principal Balance of theCollateral Debt Securities on the Effective Date and (b) the Collateral QualityTests (other than the Minimum Weighted Average Spread Test, the WeightedAverage Life Test, the S&P Recovery Test and the S&P CDO Monitor Test)are satisfied as of the related Determination Date or (ii) the Rating AgencyCondition has been satisfied with respect to Moody’s.

“Moody’s Weighted Average Extended Maturity Test”:  A test that will be satisfied on anyMeasurement Date if the Extended Weighted Average Maturity of the CollateralDebt Securities as of such Measurement Date is five (5) years or less.

“Moody’s Weighted Average Initial Maturity Test”:  A test that will be satisfied on anyMeasurement Date if the Initial Weighted Average Maturity of the CollateralDebt Securities as of such Measurement Date is five (5) years or less.

“Moody’s Weighted Average Recovery Rate”:  The number obtained by summing the products obtainedby multiplying the Principal Balance of each Collateral Debt Security (otherthan a Defaulted Security) by its Moody’s Recovery Rate, and dividing such sumby the aggregate Principal Balance of all such Collateral Debt Securities.

“NetOutstanding Portfolio Balance”:  On any Measurement Date, the sum (withoutduplication) of:

(i)            the Aggregate Principal Balance onsuch Measurement Date of the Collateral Debt Securities (other than DefaultedSecurities);

(ii)           the aggregate Principal Balance ofall Principal Proceeds held as Cash and Eligible Investments, all Cash andEligible Investments held in the Unused Proceeds Account that have not beendesignated as Interest Proceeds by

57

----

the Collateral Manager with respect to the EffectiveDate and all Cash and Eligible Investments held in the Delayed FundingObligations Account; and

(iii)          with respect to each DefaultedSecurity, the Calculation Amount of such Defaulted Security.

“Non-Advancing Collateral Debt Security”: AnyCollateral Debt Security, other than a CMBS Security, a CRE CDO Security or aREIT Debt Security, with respect to which no servicer or other party isrequired, under the terms of the Underlying Instruments governing suchCollateral Debt Security, to make any liquidity advances to ensure the timelyreceipt of interest by and for the benefit of the holder of such CollateralDebt Security.

“Non-call Period”:  The period from the Closing Date to andincluding the Business Day immediately preceding the Payment Date in July 2009during which the Issuer is not permitted to exercise an Optional Redemption asdescribed in Section 9.1(c) hereof.

“Non-Core Property Type”: Any Land Propertiesand Other Properties.

“Non-PermittedHolder”: The meaning specified in Section 2.13(b)hereof.

“Non-Quarterly Pay Asset”:  Any Collateral Debt Security (other than aDefaulted Security) that pays interest less frequently than quarterly.

“NonrecoverableAdvance”: Any Interest Advance made or proposed to be madepursuant to Section 10.10 hereof that the Advancing Agent or theTrustee, as applicable, has determined in its sole discretion, exercised ingood faith, that the amount so advanced or proposed to be advanced plusinterest expected to accrue thereon, will not be ultimately recoverable fromsubsequent payments or collections with respect to the Assets.

“NonrecoverableCure Advance”:  AnyCure Advance previously made or proposed to be made pursuant to Section 16.3hereof with respect to any Collateral Debt Security that the Collateral Manager(subject to the applicable provisions of the Asset Servicing Agreement) hasdetermined in its sole discretion, exercised in good faith, that the amount soadvanced or proposed to be advanced will not be ultimately recoverable fromcollections from the specific Collateral Debt Security with respect to whichsuch Cure Advance was made or proposed to be made.

“Note Interest Rate”:  With respect to the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, theClass E Notes, the Class F Notes, the Class G Notes, the Class H Notes, theClass J Notes and the Class K Notes, the Class A-1 Rate, the Class A-2 Rate,the Class B Rate, the Class C Rate, the Class D Rate, the Class E Rate, theClass F Rate, the Class G Rate, the Class H Rate, the Class J Rate and theClass K Rate, respectively.

“NoteLiquidation Event”: The meaning specified in Section 12.1(f) hereof.

“Noteholder”:  The Person in whose name such Note isregistered in the Notes Register.

58

----

“Notes”:  The Class A-1 Notes, the Class A-2 Notes, theClass B Notes, the Class C Notes, the Class D Notes, the Class E Notes, theClass F Notes, the Class G Notes, the Class H Notes, the Class J Notes and theClass K Notes, collectively, authorized by, and authenticated and deliveredunder, this Indenture or any supplemental indenture.

“NotesRegister” and “NotesRegistrar”:  Therespective meanings specified in Section 2.5(a) hereof.

“NotesValuation Report”:  Themeaning specified in Section 10.12(e) hereof.

“Notional Amount”:  In respect of the Preferred Shares, the pershare notional amount of $1.00.  Theaggregate Notional Amount of the Preferred Shares on the Closing Date will be$57,500,000.

“Offer”:  With respect to any security, (i) any offerby the issuer of such security or by any other person or entity made to all ofthe holders of such security to purchase or otherwise acquire such security(other than pursuant to any redemption in accordance with the terms of therelated Underlying Instruments) or to convert or exchange such security into orfor Cash, securities or any other type of consideration or (ii) anysolicitation by the issuer of such security or any other person or entity toamend, modify or waive any provision of such security or any related UnderlyingInstrument.

“Officer”:  With respect to any corporation or limitedliability company, including the Issuer, the Co-Issuer and the CollateralManager, any Director, the Chairman of the Board of Directors, the President,any Senior Vice President any Vice President, the Secretary, any AssistantSecretary, the Treasurer, any Assistant Treasurer, General Partner of suchentity; and with respect to the Trustee, any Trust Officer.

“Officer’sCertificate”:  Withrespect to the Issuer, the Co-Issuer and the Collateral Manager, anycertificate executed by an Officer thereof.

“Opinionof Counsel”:  A writtenopinion addressed to the Trustee and each Rating Agency in form and substancereasonably satisfactory to the Trustee, each Rating Agency (and each HedgeCounterparty, if applicable, pursuant to the provisions below) of an attorneyat law admitted to practice before the highest court of any state of the UnitedStates or the District of Columbia (or the Cayman Islands, in the case of anopinion relating to the laws of the Cayman Islands), which attorney may, exceptas otherwise expressly provided in this Indenture, be counsel for the Issuer,and which attorney shall be reasonably satisfactory to the Trustee.  Whenever an Opinion of Counsel is requiredhereunder, such Opinion of Counsel may rely on opinions of other counsel whoare so admitted and so satisfactory which opinions of other counsel shallaccompany such Opinion of Counsel and shall either be addressed to the Trusteeand each Rating Agency or shall state that the Trustee and each Rating Agencyshall be entitled to rely thereon; provided*,*however,that such Opinion of Counsel shall be addressed to each Hedge Counterparty (oreach Hedge Counterparty may rely on such Opinion of Counsel) to the extent thatsuch Opinion of Counsel relates to or affects the interests of each HedgeCounterparty.

“OptionalRedemption”:  Themeaning specified in Section 9.1(c) hereof.

59

----

“Origination Agreement”:  That certain amended and restated originationagreement, dated as of April 19, 2006 between SLG and Gramercy Capital Corp.,as modified by the Origination Agreement Side Letter, dated as of August 24,2006, among SLG, Gramercy Capital Corp., GKK Manager LLC and the Issuer.  A copy of the Origination Agreement isattached hereto as Exhibit N.

“Origination Agreement Security”:  Any Acquired Property or Distressed DebtSecurity.

“Origination Agreement Security Sale”:  The meaning specified in Section 12.1(c)hereof.

“Outstanding”:  With respect to the Notes, as of any date ofdetermination, all of the Notes or any Class of Notes, as the case may be,theretofore authenticated and delivered under this Indenture except:

(i)            Notes theretofore canceled by theNotes Registrar or delivered to the Notes Registrar for cancellation;

(ii)           Notes or portions thereof for whosepayment or redemption funds in the necessary amount have been theretoforeirrevocably deposited with the Trustee or the Paying Agent in trust for theHolders of such Notes pursuant to Section 4.1(a)(ii); provided**that if such Notes or portions thereof are to be redeemed,notice of such redemption has been duly given pursuant to this Indenture orprovision therefor satisfactory to the Trustee has been made;

(iii)          Notes in exchange for or in lieu ofwhich other Notes have been authenticated and delivered pursuant to thisIndenture, unless proof satisfactory to the Trustee is presented that any suchNotes are held by a holder in due course; and

(iv)          Notes alleged to have been mutilated,destroyed, lost or stolen for which replacement Notes have been issued asprovided in Section 2.6 hereof;

provided**that indetermining whether the Noteholders of the requisite Aggregate OutstandingAmount have given any request, demand, authorization, direction, notice,consent or waiver hereunder, (x) Notes owned by the Issuer, the Co-Issuer orany Affiliate thereof shall be disregarded and deemed not to be Outstanding and(y) in relation to (1) any amendment or other modification of, or assignment ortermination of, any of the express rights or obligations of the CollateralManager under the Collateral Management Agreement or this Indenture (includingthe exercise of any rights to remove the Collateral Manager or terminate theCollateral Management Agreement or approve or object to a replacement for theCollateral Manager except as specifically provided in the Collateral ManagementAgreement with respect to the termination of the Collateral Manager withoutcause and with respect to the replacement of the Collateral Manager) and (2)the exercise by the Noteholders of their right, in connection with certainEvents of Default, to accelerate amounts due under the Notes,  Notes owned by the Collateral Manager or anyof its Affiliates, or by any accounts managed by them, shall be disregarded anddeemed not to be Outstanding.  Indetermining whether the Trustee shall be protected in relying

60

----

upon any such request, demand, authorization, direction, notice,consent or waiver, only Notes that the Trustee knows to be so owned shall be sodisregarded.  Notes so owned that havebeen pledged in good faith may be regarded as Outstanding if the pledgeeestablishes to the satisfaction of the Trustee the pledgee’s right so to actwith respect to such Notes and that the pledgee is not the Issuer, theCollateral Manager or any other obligor upon the Notes or any Affiliate of theIssuer, the Collateral Manager or such other obligor.

“Par Value Ratio”:  Eachof the Class A/B Par Value Ratio, the Class C/D/E Par Value Ratio and the ClassF/G/H Par Value Ratio.

“Par Value Test”:  Each ofthe Class A/B Par Value Test, the Class C/D/E Par Value Test and the ClassF/G/H Par Value Test.

“Partially Deferred Loan”: A Loan which by itsterms provides for the payment of interest in two components, one of which ispayable currently on each due date under the Loan and the other of which iseither deferred or capitalized until maturity.

“ParticipatingInstitution”:  Anentity that creates a Participation.

“Participation”:  One or more participation interests in amortgage loan secured by a mortgage on a commercial real estate property thatis subordinate to other interests in such loan and which may be furtherparticipated into sub-participations.

“PayingAgent”:  Any Personauthorized by the Issuer and the Co-Issuer to pay the principal of or intereston any Notes on behalf of the Issuer and the Co-Issuer as specified in Section7.2 hereof.

“PaymentAccount”:  The paymentaccount of the Trustee in respect of the Notes established pursuant to Section10.3 hereof.

“PaymentDate”:  With respect toeach Class of Notes, October 25, 2006, and thereafter quarterly on each January25th,April 25th, July 25th and October 25th (or if such day is not a Business Day, thenext succeeding Business Day) to and including the Stated Maturity related tosuch Class unless redeemed or repaid prior thereto.

“Permitted Investment”:  An Eligible Investment and any other securityrated at least “A-” by S&P and “A3” by Moody’s.

“Permitted Transfer”: A transfer, in whole butnot in part, to a party that meets the following requirements:

(A)           thetransferee is a recognized dealer in interest rate swaps organized under thelaws of the United States of America or a jurisdiction located in the UnitedStates of America (or another jurisdiction reasonably acceptable to the Issuerand the Trustee under this Indenture) that, at the time of the transfer,maintains (or its proposed guarantor maintains) the Hedge Counterparty RequiredRating from each Rating Agency on its unsecured and unsubordinated debt,deposit or letter of credit obligations;

61

----

(B)           eachRating Agency confirms in writing that such transfer will not result in areduction or withdrawal of its then current rating of any outstanding Class ofNotes under the Indenture with respect to which it has previously issued arating;

(C)           neitheran event of default with respect to the transferee nor a termination eventwould exist immediately after the transfer;

(D)          thetransferee executes and delivers a written agreement reasonably satisfactory tothe Issuer and the Trustee under the Indenture in which the transferee, amongother things, legally and effectively accepts all the rights and assumes allthe obligations under the related swap documents;

(E)           asof the time of the transfer, such transfer would not cause the related swapdocuments to become subject to withholding tax; and

(F)           suchtransfer otherwise complies with the terms of the Indenture.

If (i) a Hedge Counterparty (or any Hedge CounterpartyCredit Support Provider) fails to have the Hedge Counterparty CollateralThreshold Rating and either Hedge Counterparty Credit Support or anotheracceptable form of credit enhancement is not provided or the related HedgeAgreement is not replaced as provided in the preceding paragraphs, or (ii) theHedge Counterparty (or any Hedge Counterparty Credit Support Provider) fails tohave the Hedge Counterparty Required Rating and the related Hedge Agreement isnot replaced as provided in the preceding paragraphs, the then current ratingson the Notes may be reduced.  Moreover,if a Hedge Agreement terminates and the Issuer is unable to obtain a substituteHedge Agreement as aforesaid, interest due on the Notes will be payable solelyfrom amounts received on the Collateral Debt Securities without the benefits ofsuch Hedge Agreement (although any payment received by the Issuer upontermination of the related Hedge Agreement and not so applied to obtain asubstitute Hedge Agreement or to pay a prior Hedge Counterparty amounts due andpayable in connection with the termination of such prior Hedge Agreement willconstitute Principal Proceeds).

“Person”:  An individual, corporation (including abusiness trust), partnership, limited liability company, joint venture,association, joint stock company, trust (including any beneficiary thereof),unincorporated association or government or any agency or political subdivisionthereof.

“PlanAssets”:  The meaningspecified in Section 2.5(g)(vi) hereof.

“PledgedCollateral Debt Security”: On any date of determination, any Collateral Debt Security that has beenGranted to the Trustee and not been released from the lien of this Indenturepursuant to Section 10.13 hereof.

“PledgedObligations”:  On anydate of determination, any Pledged Collateral Debt Securities and the EligibleInvestments that have been Granted to the Trustee for the benefit of theNoteholders and each Hedge Counterparty and which form part of the Assets.

62

----

“Preferred Equity Security”: A security,providing for regular payments of dividends or other distributions,representing an equity interest in an entity (including, without limitation, apartnership or a limited liability company) that is a borrower under a mortgageloan secured by commercial properties (or in an entity operating orcontrolling, directly or through affiliates, such commercial properties), whichis generally senior with respect to the payments of dividends and otherdistributions, redemption rights and rights upon liquidation to such entity’scommon equity.

“Preferred Shareholder”:  A registered owner of Preferred Shares as setforth in the share register maintained by the Share Registrar.

“Preferred Shares”:  The preferred shares issued by the Issuerconcurrently with the issuance of the Notes.

“Preferred Shares Distribution Account”:  A segregated account established anddesignated as such by the Preferred Shares Paying Agent pursuant to thePreferred Shares Paying Agency Agreement.

“Preferred Shares Distribution Amount”:  Any remaining Interest Proceeds and PrincipalProceeds, if any, to be released from the lien of this Indenture and paid (uponstanding order of the Issuer) to the Preferred Shares Paying Agent for depositinto the Preferred Shares Distribution Account for distribution to the holdersof the Preferred Shares after payment by the Trustee of all distributions whichtake priority pursuant to Section 11.1(a).

“Preferred Shares Paying Agency Agreement”:  The Preferred Shares Paying Agency Agreement,dated as of the Closing Date, between the Issuer and the Preferred SharesPaying Agent relating to the Preferred Shares, as amended from time to time in accordancewith the terms thereof.

“Preferred Shares Paying Agent”:  The Bank, solely in its capacity as PreferredShares Paying Agent under the Preferred Shares Paying Agency Agreement and notindividually, unless a successor Person shall have become the Preferred SharesPaying Agent pursuant to the applicable provisions of the Preferred SharesPaying Agency Agreement, and thereafter Preferred Shares Paying Agent shallmean such successor Person.

“Primary Servicer”:  Each servicer listed opposite the relatedCollateral Debt Securities on Schedule Q hereto, as such schedule may beamended from time to time.

“PrincipalBalance” or “par”:  With respect to any Collateral Debt Securityor Eligible Investment, as of any date of determination, the outstanding principalamount of such Collateral Debt Security or Eligible Investment; providedthat:

(i)            the Principal Balance of aCollateral Debt Security received upon acceptance of an Offer for anotherCollateral Debt Security, which Offer expressly states that failure to acceptsuch Offer may result in a default under the Underlying Instruments, will bedeemed to be the Calculation Amount of such other Collateral Debt Securityuntil such time as Interest Proceeds and Principal

63

----

Proceeds, as applicable, are received when due withrespect to such other Collateral Debt Security;

(ii)           the Principal Balance of any EligibleInvestment that does not pay Cash interest on a current basis will be theaccreted value thereof;

(iii)          the Principal Balance of anyCollateral Debt Security that permits the capitalization or deferral of anyinterest payable thereon in accordance with the terms of its UnderlyingInstruments will be deemed to exclude any deferred or capitalized interest;

(iv)          the Principal Balance of any PreferredEquity Security will be equal to the component of the liquidation price thereofthat is attributable to the return of capital by its governing documents;

(v)           the Principal Balance of any WrittenDown Security will exclude any portion of the principal balance of suchsecurity that (x) has been written down as a result of a “realized loss,” “collateralsupport deficit,” “additional trust fund expense” or other event that under theterms of such security results in a write-down of principal balance (in eachcase, which has not been written up subsequent thereto) or (y) would beaffected by an appraisal reduction;

(vi)          the Principal Balance of a PrincipalOnly Security will be the Aggregate Amortized Cost of such Principal OnlySecurity; and

(vii)         the Principal Balance of an InterestOnly Security will be deemed to be zero.

“Principal CollectionAccount”:  The trustaccount established pursuant to Section 10.2(a) hereof.

“PrincipalOnly Security”:  AnyCollateral Debt Security (other than a Step-Up Security) that does not providefor payment of interest or provides that all payments of interest will bedeferred until the final maturity thereof.

“PrincipalProceeds”:  Withrespect to any Payment Date, (a) the sum (without duplication) of (i) allprincipal payments (including prepayments and Unscheduled Principal Payments)received during the related Due Period (excluding those previously reinvestedor designated by the Collateral Manager for reinvestment in Collateral DebtSecurities) on (A) Eligible Investments (other than Eligible Investmentspurchased with Interest Proceeds, Eligible Investments in the Unused ProceedsAccount designated as Interest Proceeds by the Collateral Manager with respectto the Effective Date, Eligible Investments in the Delayed Funding ObligationsAccount and Eligible Investments in the Expense Account and any amountrepresenting the accreted portion of a discount from the face amount of anEligible Investment) and (B) Collateral Debt Securities as a result of (1) amaturity, scheduled amortization, mandatory prepayment or mandatory sinkingfund payment on a Collateral Debt Security, (2) optional redemptions,prepayments, exchange offers or tender offers made at the option of the issuerthereof, (3) recoveries on Defaulted Securities or (4) any other principalpayments with

64

----

respect to Collateral Debt Securities (not included inSale Proceeds), (ii) all distributions on Preferred Equity Securitiesattributable to the return of capital by their governing documents, (iii) allfees and commissions received during such Due Period in connection withEligible Investments and the restructuring or default of such EligibleInvestments, (iv) any interest received during such Due Period on suchCollateral Debt Securities or Eligible Investments to the extent such interestconstitutes proceeds from accrued interest purchased with Principal Proceedsother than accrued interest purchased by the Issuer on or prior to theEffective Date and interest included in clause (a)(i) of the definition ofInterest Proceeds, (v) Sale Proceeds received during such Due Period in respectof sales (excluding those previously reinvested or currently being reinvestedin Collateral Debt Securities in accordance with the Transaction Documents andexcluding accrued interest included in Sale Proceeds (unless such accruedinterest was purchased with Principal Proceeds) that are designated by theCollateral Manager as Interest Proceeds in accordance with clause (a)(i) of thedefinition of Interest Proceeds), (vi) all Cash payments of interest ordividends received during such Due Period on Defaulted Securities, (vii) anyinterest received during such Due Period on a Written Down Security to theextent such interest constitutes accrued interest on the excess of theprincipal amount of such Written Down Security over the Principal Balance ofsuch Written Down Security, (viii) any proceeds resulting from (A) thetermination (in whole or in part) of any Hedge Agreement during such Due Periodto the extent such proceeds are received from the related Hedge Counterparty tosuch Hedge Agreement and, to the extent such proceeds exceed the cost ofentering into a replacement Hedge Agreement in accordance with the requirementsset forth in *Section 16.1(a)* hereof, (B)payments received from a replacement Hedge Counterparty to the extent suchproceeds exceed the amount owed to a previous Hedge Counterparty in connectionwith the termination of the related Hedge Agreement and (C) all amountstransferred from each Hedge Termination Account pursuant to *Section 16.1(g)* hereof, (ix) during the Reinvestment Period,the Special Amortization Amount, if any, (x) on the first Payment Datefollowing the Effective Date, if a Rating Confirmation Failure has notoccurred, funds in the Unused Proceeds Account to the extent the CollateralManager has not designated such amounts as Interest Proceeds pursuant to *Section 10.4(c)* hereof, (xi) funds transferred to thePrincipal Collection Account from the Delayed Funding Obligations Account inrespect of amounts previously held on deposit in respect of unfundedcommitments for Delayed Draw Term Loans that have been sold or otherwisedisposed before such commitments thereunder have been drawn or as to whichexcess funds remain, (xii) all amounts received during such Due Period in respectof Defaulted Securities (other than any amounts included in the definition of “InterestProceeds” pursuant to item (ix) of the definition thereof), (xiii) any paymentsreceived in respect of Interest Only Securities to the extent they werepurchased with Principal Proceeds, (xiv) any excess proceeds received inrespect of a Collateral Debt Security after required fixed payments are made onother classes of securities senior to such Collateral Debt Security to theextent such proceeds are designated as “Principal Proceeds” by the CollateralManager in its sole discretion and (xv) all other payments received inconnection with the Collateral Debt Securities and Eligible Investments thatare not included in Interest Proceeds; *provided*thatin no event will Principal Proceeds include any proceeds from the ExceptedAssets; minus (b)(i) the aggregate amount of any Nonrecoverable Advances thatwere previously reimbursed to the Advancing Agent or the Trustee, in itscapacity as Backup Advancing Agent, and the aggregate amount of anyNonrecoverable Cure Advances reimbursed to the Collateral Manager fromPrincipal Proceeds during the related Due Period and (ii) the aggregate amountof any Hedge Payment Amounts that were previously paid to the applicable HedgeCounterparty

65

----

from Principal Proceeds during the related Due Periodas a result of the early termination of the related Liability Hedge from anycall, redemption and prepayment premiums in accordance with clause (e) of thedefinition of Liability Hedge.

“Priorityof Payments”:  Themeaning specified in Section 11.1(a) hereof.

“Proceeding”:  Any suit in equity, action at law or otherjudicial or administrative proceeding.

“PropertyType”:  Each of thefollowing types of property:

(i)            “Condo Conversion Properties”means properties that have been, or are expected to be, converted tocondominium form of ownership for the purpose of redevelopment as, in whole orin part, residential condominium apartments or time share units;

(ii)           “Diversified Properties” means properties used bybusinesses for diverse purposes and other similar property interests;

(iii)          “Healthcare Properties” means hospitals, clinics,sports clubs, spas and other health care facilities and other similar realproperty interests used in one or more similar businesses (but excludingmedical offices);

(iv)          “Hospitality Properties” means hotels, motels,youth hostels, bed and breakfasts and other similar real property interestsused in one or more similar businesses;

(v)           “Industrial Properties” means factories, refineryplants, breweries and other similar real property interests used in one or moresimilar businesses;

(vi)          “Mixed Use Properties” means real estate propertyused by businesses for diverse business purposes and any similar propertyinterests;

(vii)         “Mortgaged Properties” meansmortgages and real estate property interests provided, however,when used in connection with a Mezzanine Loan, “Mortgaged Property” means thereal estate property interests securing the underlying mortgage loan or the collateralfor the Mezzanine Loan, as the situation dictates;

(viii)        “Multi-Family Properties” means multi-familydwellings such as apartment blocks, condominiums and cooperative ownedbuildings;

(ix)           “Retail Properties” means retail stores,restaurants, bookstores, clothing stores and other similar real propertyinterests used in one or more similar businesses;

(x)            “Self-Storage Properties” means self-storagefacilities and other similar real property interests used in one or moresimilar businesses;

66

----

(xi)           “Suburban Office Properties” means officebuildings (including medical offices), conference facilities and other similarreal property interests used in the commercial real estate business in suburbanareas;

(xii)          “Urban Office Properties” means office buildings(including medical offices), conference facilities and other similar realproperty interests used in the commercial real estate business in urban areas;

(xiii)         “Warehouse Properties” means warehouse facilitiesand other similar real property interests;

(xiv)        “Land” means undeveloped realestate intended to be developed into commercial, multi-family or condominiumproperty; and

(xv)         “Other Properties” means any property other thanDiversified Properties, Hospitality Properties, Industrial Properties, Multi-FamilyProperties, Urban Office Properties, Suburban Office Properties, RetailProperties, Self-Storage Properties, Healthcare Properties, Mixed UseProperties, Mortgaged Properties and Warehouse Properties.

“Proposal”:  The meaning specified in Section 7.18(b)hereof.

“ProposedPortfolio”:  Theportfolio of Collateral Debt Securities and Eligible Investments resulting fromthe disposition of a Collateral Debt Security or a proposed reinvestment ofPrincipal Proceeds in a Substitute Collateral Debt Security, as the case maybe.

“Pro Rata Principal Coverage Ratio”:  As of any Determination Date, the ratio(expressed as a percentage) based on the ratio of (x) to (y), where (x) is theNet Outstanding Portfolio Balance as of such Determination Date and (y) is thesum of the Aggregate Outstanding Amount of the Class A Notes and Class B Notesas of such Determination Date.

“Pro Rata Principal Coverage Test”: Such testwill be met as of any Determination Date if the Pro Rata Principal CoverageRatio as of such Determination Date is greater than or equal to 119.75%.

“Pro Rata Special Amortization Modification”:  The meaning specified in Section 12.5hereof.

“PTCE”:  The meaning specified in Section2.5(g)(vi) hereof.

“PurchaseAgreement”:  Thepurchase agreement relating to the Notes dated on or about the Closing Date byand among the Issuer, the Co-Issuer and the Dealers.

“Purchase Option Purchase Price”:  The meaning specified in Section 16.4 hereof.

“Purchase Price”: The purchase price identifiedfor each Collateral Debt Security against its name in *Schedule E*.

67

----

“QIB”:  A “qualified institutional buyer” as definedin Rule 144A.

“QRS IICorp.”:  GramercyInvestment QRS II Corp., a wholly owned subsidiary of Gramercy Investment.

“Qualified Letter of Credit”: A letter ofcredit issued by a domestic bank or the U.S. agency or branch of a foreign bankwith a long-term unsecured debt rating of at least “A-” by S&P, andotherwise meeting S&P’s published criteria found in Section 1 of S&P’s “publicationentitled “U.S. CMBS Legal and Structured Finance Criteria,” dated as of May 1,2003, and at least “A” by Moody’s.

“QualifiedPurchaser”:  A “qualifiedpurchaser” within the meaning of Section 2(a)(51) of the Investment CompanyAct.

“Rake Bond”: A loan-specific commercial mortgage pass-through certificate or similarsecurity backed by only one of the mortgage loans included in a pooledsecuritization transaction, typically representing a non-pooled component ofthe related mortgage loan that is subordinate to the pooled component withrespect to the right to receive distributions of collections on such mortgageloan.

“Ramp-Up Period”:  The period commencing on the Closing Date andending on the Effective Date.

“RatingAgency”:  Each ofS&P and Moody’s and any successor thereto, or, with respect to PledgedObligations generally, if at any time S&P or Moody’s or any such successorceases to provide rating services with respect to the Notes or certificatessimilar to the Notes, any other nationally recognized investment rating agencyselected by the Issuer and reasonably satisfactory to each Hedge Counterpartyand a Majority of the Notes voting as a single Class.

“RatingAgency Condition”: With respect to any proposed action or matter, the receipt by theTrustee of confirmation in writing from the applicable Rating Agencies that thethen current ratings on the Notes, as applicable, shall not be reduced,qualified or withdrawn as a result of such action or matter.

“Rating Confirmation Failure”:  The meaning specified in Section 7.18(b)hereof.

“RecordDate”:  The date onwhich the Holders of Notes entitled to receive a payment in respect ofprincipal or interest on the succeeding Payment Date is determined, such dateas to any Payment Date being the 15th day (whether or not a Business Day) priorto the applicable Payment Date.

“RedemptionDate”:  Any PaymentDate specified for a redemption of the Securities pursuant to Section 9.1or 9.2 hereof.

“RedemptionDate Statement”:  Themeaning specified in Section 10.12(i) hereof.

68

----

“RedemptionPrice”: The Redemption Price of each Class of Notes and thePreferred Shares will be calculated as follows:

*Class A-1 Notes*.  The redemption price of the Class A-1 Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class A-1 Notes to be redeemed, togetherwith the Class A-1 Interest Distribution Amount (plus any Class A-1 DefaultedInterest Amount) due on that day of redemption;

*Class A-2 Notes*.  The redemption price of the Class A-2 Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class A-2 Notes to be redeemed, togetherwith the Class A-2 Interest Distribution Amount (plus any Class A-2 DefaultedInterest Amount) due on that day of redemption;

*Class B Notes*.  The redemption price of the Class B Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class B Notes to be redeemed, together withthe Class B Interest Distribution Amount (plus any Class B Defaulted InterestAmount) due on that day of redemption;

*Class C Notes*.  The redemption price of the Class C Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class C Notes to be redeemed, together withthe Class C Interest Distribution Amount (plus any Class C Capitalized Interestand any Class C Defaulted Interest Amount) due on that day of redemption;

*Class D Notes*.  The redemption price of the Class D Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class D Notes to be redeemed, together withthe Class D Interest Distribution Amount (plus any Class D Capitalized Interestand any Class D Defaulted Interest Amount) due on that day of redemption;

*Class E Notes*.  The redemption price of the Class E Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class E Notes to be redeemed, together withthe Class E Interest Distribution Amount (plus any Class E Capitalized Interestand any Class E Defaulted Interest Amount) due on that day of redemption;

*Class F Notes*.  The redemption price of the Class F Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class F Notes to be redeemed, together withthe Class F Interest Distribution Amount (plus any Class F Capitalized Interestand any Class F Defaulted Interest Amount) due on that day of redemption;

*Class G Notes*.  The redemption price of the Class G Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class G Notes to be redeemed, together withthe Class G Interest Distribution Amount (plus any Class G Capitalized Interestand any Class G Defaulted Interest Amount) due on that day of redemption;

69

----

*Class H Notes*.  The redemption price of the Class H Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class H Notes to be redeemed, together withthe Class H Interest Distribution Amount (plus any Class H Capitalized Interestand any Class H Defaulted Interest Amount) due on that day of redemption;

*Class J Notes*.  The redemption price of the Class J Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class J Notes to be redeemed, together withthe Class J Interest Distribution Amount (plus any Class J Capitalized Interestand any Class J Defaulted Interest Amount) due on that day of redemption;

*Class K Notes*.  The redemption price of the Class K Noteswill be calculated on the related Determination Date and will be equal to theAggregate Outstanding Amount of the Class K Notes to be redeemed, together withthe Class K Interest Distribution Amount (plus any Class K Capitalized Interestand any Class K Defaulted Interest Amount) due on that day of redemption;

*Preferred Shares*.  The redemption price for the Preferred Shareswill be calculated on the related Determination Date and will be equal to thesum of all net proceeds and Cash, if any, remaining after redemption of theNotes and payments of all amounts and expenses described under subclauses (1)through (5), (31), (32), and (33) of Section 11.1(a)(i) of Section11.1(a)(i); provided**that if thereare no such net proceeds or Cash remaining, the redemption price for thePreferred Shares shall be equal to $0.

“ReferenceBanks”:  The meaningset forth in *Schedule F* attached hereto.

“Registered”:  With respect to any debt obligation, a debtobligation that is issued after July 18, 1984, and that is in registered formfor purposes of the Code.

“Registered Security”:  The meaning specified in Section3.3(a)(iii) hereof.

“RegulationS”:  Regulation S underthe Securities Act.

“RegulationS Global Security”: The meaning specified in Section 2.2(b)(ii) hereof.

“ReimbursementInterest”:  Interestaccrued on the amount of any Interest Advance made by the Advancing Agent orthe Trustee, for so long as it is outstanding, at the Reimbursement Rate.

“Reimbursement Rate”:  A rate per annum equal to the “prime rate” aspublished in the “Money Rates” section of *The Wall Street Journal*,as such “prime rate” may change from time to time.

“Reinvestment Asset Information”: The meaningspecified in Section 12.2(b) hereof

70

----

“Reinvestment Criteria”:  The meaning specified in Section 12.2(a)hereof.

“Reinvestment Income”:  Any interest or other earnings on the InitialDeposit or funds in the Unused Proceeds Account that have not been designatedas Interest Proceeds by the Collateral Manager with respect to the EffectiveDate.

“ReinvestmentPeriod”:  The periodbeginning on the Closing Date and ending on and including the first to occur ofthe following events or dates:  (i) theend of the Due Period related to the Payment Date in July 2011; (ii) the end ofthe Due Period related to the Payment Date immediately following the date onwhich the Collateral Manager (with the written consent of Holders of theMajority of the Preferred Shares) notifies the Trustee that, in light of thecomposition of Collateral Debt Securities, general market conditions and otherfactors, investments in additional Collateral Debt Securities within theforeseeable future would be either impractical or not beneficial to the Issuerand the holders of the Preferred Shares; (iii) the end of the Due Periodrelated to the date on which all of the Securities are redeemed as describedherein under Section 9.1 and (iv) the date on which the principal of andaccrued and unpaid interest on the Notes are declared immediately due andpayable pursuant to Section 5.2 hereof following the occurrence of anEvent of Default.

“REIT Debt Securities”: REIT DebtSecurities—Diversified, REIT Debt Securities—Health Care, REIT DebtSecurities—Hotel, REIT Debt Securities—Industrial, REIT DebtSecurities—Mortgage, REIT Debt Securities—Multi Family, REIT DebtSecurities—Office, REIT Debt Securities—Retail and REIT DebtSecurities—Storage.

“REIT Debt Securities—Diversified”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose assets consist (except for rights or other assets designed toassure the servicing or timely distribution of proceeds to holders of theCollateral Debt Securities) of mortgages on a portfolio of diverse realproperty interests; provided that (a) any Collateral Debt Securityfalling within this definition will be excluded from the definition of eachother Specified Type of Collateral Debt Security and (b) any Collateral DebtSecurity falling within any other REIT Debt Security description set forthherein will be excluded from this definition.

“REIT Debt Securities—Health Care”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose assets consist (except for rights or other assets designed toassure the servicing or timely distribution of proceeds to holders of theCollateral Debt Securities) of mortgages on hospitals, clinics, sport clubs,spas and other health care facilities and other similar real property interestsused in one or more similar businesses; provided that any CollateralDebt Security falling within this definition will be excluded from thedefinition of each other Specified Type of Collateral Debt Security.

“REIT Debt Securities—Hotel”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose assets consist (except for rights or other assets designed toassure the servicing or timely distribution of proceeds to holders of theCollateral Debt Securities) of mortgages on hotels, motels, youth hostels, bedand breakfasts and other similar real property interests used in one or moresimilar

71

----

businesses; *provided* thatany Collateral Debt Security falling within this definition will be excludedfrom the definition of each other Specified Type of Collateral Debt Security.

“REIT Debt Securities—Industrial”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose assets consist (except for rights or other assets designed toassure the servicing or timely distribution of proceeds to holders of theCollateral Debt Securities) of mortgages on factories, refinery plants,breweries and other similar real property interests used in one or more similarbusinesses; provided that any Collateral Debt Security falling withinthis definition will be excluded from the definition of each other SpecifiedType of Collateral Debt Security.

“REIT Debt Securities—Mortgage”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose assets consist (except for rights or other assets designed toassure the servicing or timely distribution of proceeds to holders of theCollateral Debt Securities) of mortgages, commercial mortgage backedsecurities, collateralized mortgage obligations and other similar mortgagerelated securities (including Collateral Debt Securities issued by a hybridform of such trust that invests in both commercial real estate and commercialmortgages); provided that any Collateral Debt Security falling withinthis definition will be excluded from the definition of each other SpecifiedType of Collateral Debt Security.

“REIT Debt Securities—Multi Family”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose assets consist (except for rights or other assets designed toassure the servicing or timely distribution of proceeds to holders of theCollateral Debt Securities) of residential mortgages on multi family dwellingssuch as apartment blocks, condominiums and co operative owned buildings; providedthat any Collateral Debt Security falling within this definition will beexcluded from the definition of each other Specified Type of Collateral DebtSecurity.

“REIT Debt Securities—Office”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose assets consist (except for rights or other assets designed toassure the servicing or timely distribution of proceeds to holders of theCollateral Debt Securities) of mortgages on office buildings, conferencefacilities and other similar real property interests used in the commercialreal estate business; provided that any Collateral Debt Security fallingwithin this definition will be excluded from the definition of each otherSpecified Type of Collateral Debt Security.

“REIT Debt Securities—Retail”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose assets consist (except for rights or other assets designed toassure the servicing or timely distribution of proceeds to holders of theCollateral Debt Securities) of mortgages on retail stores, restaurants,bookstores, clothing stores and other similar real property interests used inone or more similar businesses; provided that any Collateral DebtSecurity falling within this definition will be excluded from the definition ofeach other Specified Type of Collateral Debt Security.

“REIT Debt Securities—Storage”:  Collateral Debt Securities issued by a realestate investment trust (as defined in Section 856 of the Code or any successorprovision) whose

72

----

assets consist (except for rights or other assetsdesigned to assure the servicing or timely distribution of proceeds to holdersof the Collateral Debt Securities) of storage facilities and other similar realproperty interests used in one or more similar businesses; *provided*that any Collateral Debt Security falling within this definition will beexcluded from the definition of each other Specified Type of Collateral DebtSecurity.

“Related Future Advance Loan”: Any Loanacquired by the Issuer by purchase (referred to solely for purposes of thisdefinition as the “Issuer’s Loan”) with respect to which, at the time ofsuch acquisition and for so long as the Issuer owns such Loan, there isoutstanding and owned by a Person other than the Issuer another Loan to thesame borrower that was made by the maker of the Issuer’s Loan (the “OtherLoan”) if with respect to the Other Loan both (i) either it (A) is securedby the same mortgage or deed of trust on the same underlying mortgaged propertyas the Issuer’s Loan or (B) if the Issuer’s Loan is a participation interest ina Mezzanine Loan, is secured by the same pledged collateral, and (ii) thereexists a continuing obligation on the part of the holder of the Other Loanafter the Closing Date to provide additional funding to the borrower under theOther Loan, upon the terms and conditions of the underlying loan documents forthe Other Loan.

“Repurchase Price”: The meaning specified in Section16.5(c) hereof.

“Required Future Funding Reserve Amount”:  (i) On any date prior to April 25, 2007,$20,000,000, and (ii) on any date thereafter, the greater of (x) $20,000,000and (y) an amount equal to the highest scheduled future funding amount for anyquarter included in a four quarter period beginning on the most recentQuarterly Measurement Date; provided that, on any day on which theaggregate amount of all future funding commitments related to Other Loans isless than $20,000,000, the “Required Future Funding Reserve Amount” shall beequal to such lesser amount.

“Rule144A”:  Rule 144A underthe Securities Act.

“Rule144A Global Security”: The meaning specified in Section 2.2(b)(i) hereof.

“Rule144A Information”:  Themeaning specified in Section 7.13 hereof.

“S&P”:  Standard & Poor’s Ratings Services, adivision of The McGraw-Hill Companies, Inc., and its successors in interest.

“S&PCDO Monitor”:  Adynamic, analytical computer model provided prior to the initial Payment Dateby S&P to the Collateral Manager and the Trustee, with written instructionsand assumptions to be applied when running such computer model, for the purposeof estimating the default risk of a pool of Collateral Debt Securities.

“S&P CDO Monitor Test”:  A test that will be satisfied on anyMeasurement Date if, after giving effect to any purchase or sale of aCollateral Debt Security (or both), as the case may be, (i) the Class A-1Loss Differential, the Class A-2 Loss Differential, the Class B LossDifferential, the Class C Loss Differential, the Class D Loss Differential, theClass E Loss Differential, the Class F Loss Differential, the Class G LossDifferential, the Class H Loss Differential, the Class J Loss Differential orthe Class K Loss Differential, as the case may be, of

73

----

the Proposed Portfolio is equal to or greater thanzero or (ii) the Class A-1 Loss Differential, the Class A-2 LossDifferential, the Class B Loss Differential, the Class C Loss Differential, theClass D Loss Differential, the Class E Loss Differential, the Class F LossDifferential, the Class G Loss Differential, the Class H Loss Differential, theClass J Loss Differential or the Class K Loss Differential, as the case may be,of the Proposed Portfolio is greater than or equal to the Class A-1 LossDifferential, the Class A-2 Loss Differential, the Class B Loss Differential,the Class C Loss Differential, the Class D Loss Differential, the Class E LossDifferential, the Class F Loss Differential, the Class G Loss Differential, theClass H Loss Differential, the Class J Loss Differential or the Class K LossDifferential, as the case may be, of the Current Portfolio, as such test may beupdated by S&P in its discretion.

“S&P Post-Acquisition Compliance Test”:  A test that will be satisfied if the S&PCDO Monitor Test is satisfied.

“S&P Post-Acquisition Failure”: The meaningspecified in Section 12.2(c) hereof.

“S&PRating”:  Of anyCollateral Debt Security will be determined as follows:

(i)            if S&P has assigned a rating tosuch Collateral Debt Security either publicly or privately (in the case of aprivate rating, with the appropriate consents for the use of such privaterating), the S&P Rating shall be the rating assigned thereto by S&P(or, in the case of a REIT Debt Security, the issuer credit rating assigned byS&P); provided**that,notwithstanding the foregoing, if any Collateral Debt Security shall, at thetime of its purchase by the Issuer, be listed for a possible upgrade ordowngrade on S&P’s then current credit rating watch list, then the S&PRating of such Collateral Debt Security shall be one subcategory above orbelow, respectively, the rating then assigned to such item by S&P, asapplicable; provided**that if suchCollateral Debt Security is removed from such list at any time, it shall bedeemed to have its actual rating by S&P;

(ii)           if such Collateral Debt Security isnot rated by S&P but the Issuer or the Collateral Manager on behalf of theIssuer has requested that S&P assign a rating to such Collateral DebtSecurity, the S&P Rating shall be the rating so assigned by S&P; provided**that pending receipt from S&P of such rating, if suchCollateral Debt Security is of a type listed on *Schedule C*hereto or is not eligible for notching in accordance with *Schedule D*hereto, such Collateral Debt Security shall have an S&P Rating of “CCC-”,otherwise such S&P Rating shall be the rating assigned according to *ScheduleD* hereto until such time as S&P shall have assigned a ratingthereto;

(iii)          if any Collateral Debt Security is aCollateral Debt Security that has not been assigned a rating by S&P and isnot a Collateral Debt Security listed in *Schedule C* hereto, asidentified by the Collateral Manager, the S&P Rating shall be the ratingassigned according to *Schedule D* hereto; provided**that if any Collateral Debt Security shall, at the time ofits purchase by the Issuer, be listed for a possible upgrade or downgrade oneither Moody’s or Fitch’s then current credit rating watch list, then theS&P Rating of such Collateral Debt Security shall

74

----

be one subcategory above or below, respectively, therating then assigned to such Collateral Debt Security in accordance with *ScheduleD* hereto; provided, further, that the AggregatePrincipal Balance that may be given a rating based on this paragraph (c) maynot exceed 20% of the Aggregate Collateral Balance; or

(iv)          notwithstanding anything to thecontrary contained in clauses (ii) and (iii) above, the Collateral Manager mayapply for an estimated rating from S&P within ten (10) Business Days afterthe date on which the Issuer purchases a Collateral Debt Security and use itsestimated rating of such Collateral Debt Security until S&P assigns arating to such security; provided that the aggregate Principal Balance ofCollateral Debt Securities that may be given a rating based on this paragraph(iv) may not exceed 20% of the Aggregate Collateral Balance.

“S&PRecovery Rate”:  Withrespect to any Collateral Debt Security on any Measurement Date, an amountequal to the percentage for such Collateral Debt Security set forth in *ScheduleB* (the Standard & Poor’s Recovery Matrix) hereto (or, in the caseof a Defaulted Security under Clause A of Schedule B (theStandard & Poor’s Recovery Matrix) hereto, corresponding to the S&PRating at the time of issuance of such Collateral Debt Security).

“S&P Recovery Test”:  A test that will be satisfied on anyMeasurement Date, if the S&P Weighted Average Recovery Rate as of suchMeasurement Date is equal to or greater than (a) 42.5%, with respect to theClass A Notes, (b) 42.5%, with respect to the Class B Notes, (c) 42.5%, withrespect to the Class C Notes, (d) 42.5%, with respect to the Class D Notes, (e)42.5%, with respect to the Class E Notes, (f) 42.5%, with respect to the ClassF Notes (g) 42.5%, with respect to the Class G Notes, (h) 42.5%, with respectto the Class H Notes, (i) 42.5%, with respect to the Class J Notes and (j)42.5%, with respect to the Class K Notes.

“S&PSpecial Amortization Pro Rata Condition”: A condition thatwill be satisfied with respect to any Payment Date if (a) the aggregateprincipal balance of the Collateral Debt Securities as of the relatedDetermination Date is greater than an amount equal to 50% of the aggregateprincipal balance of the Collateral Debt Securities on the Effective Date and(b)(1) the Pro Rata Principal Coverage Test has been satisfied on the relatedand each prior Determination Date, or (2) if the Pro Rata Principal CoverageTest has failed to be satisfied on any previous Determination Date, subsequentto such failure, (x) the Pro Rata Principal Coverage Ratio as of the relatedDetermination Date equals or exceeds the Pro Rata Principal Coverage Ratio inexistence on the Effective Date or (y) the Pro Rata Principal Coverage Test issatisfied as of the related Determination Date without applying PrincipalProceeds on any previous Payment Date; provided that, if any Class ofNotes rated investment grade by S&P as of the Closing Date is downgraded bytwo or more subcategories after the Closing Date, such condition shall not besatisfied until such time as the S&P rating of such Class of Notes isrestored to a rating equal to or higher than the rating of such Class of Noteson the Closing Date.

“S&P Weighted Average Recovery Rate”:  With respect to the Collateral DebtSecurities, as of any Measurement Date, the number obtained by summing theproducts obtained by multiplying the Principal Balance of each Collateral DebtSecurity, other than a Defaulted Security, by its S&P Recovery Rate, anddividing such sum by the Aggregate Principal Balance of all such CollateralDebt Securities and rounding up to the first decimal place.

75

----

 “Sale”:  The meaning specified in Section 5.17(a)hereof.

“SaleProceeds”:  Allproceeds (including accrued interest) received with respect to Collateral DebtSecurities and Eligible Investments as a result of sales of such CollateralDebt Securities and Eligible Investments, in accordance with this Indenture,net of any reasonable out-of-pocket expenses of the Collateral Manager or theTrustee in connection with any such sale.

“Scheduleof Closing Date Collateral Debt Securities”:  The Collateral Debt Securities listed on *ScheduleE* attached hereto, which Schedule shall include the Principal Balance,interest rate (if the security bears interest at a fixed rate) or the spreadand the relevant floating reference rate (if the security bears interest at afloating rate), the maturity date, the S&P Rating and Moody’s Rating, ifany, of each such Collateral Debt Security.

“ScheduledDistribution”:  Withrespect to any Pledged Obligation, for each Due Date, the scheduled payment ofprincipal, interest or fee or any dividend or premium payment due on such DueDate or any other distribution with respect to such Pledged Obligation,determined in accordance with the assumptions specified in Section 1.2hereof.

“Secured Parties”:  Collectively, the Trustee, the Noteholders,each Hedge Counterparty (for so long as it is a party under its HedgeAgreement) and the Collateral Manager, each as their interests appear inapplicable Transaction Documents.

“Securities”: Collectively, the Notes and the Preferred Shares.

“Securities Account”:  The meaning specified in Section 8-501(a) ofthe UCC.

“Securities Accounts Control Agreement”:  The meaning specified in Section 3.3(a)hereof.

“SecuritiesAct”:  The SecuritiesAct of 1933, as amended.

“SecuritiesIntermediary”:  Themeaning specified in Section 8-102(a)(14) of the UCC.

“SecurityEntitlement”:  Themeaning specified in Section 8-102(a)(17) of the UCC.

“Seller”:  The meaning specified in the applicableCollateral Debt Securities Purchase Agreement.

“SeniorCollateral Management Fee”: The fee payable quarterly in arrears on each Payment Date to theCollateral Manager pursuant to this Indenture and the Collateral ManagementAgreement, equal to 0.15% *per annum* ofthe Net Outstanding Portfolio Balance for such Payment Date, to the extentfunds are available for such purpose in accordance with the Priority ofPayments.

76

----

“SeniorNotes”:  Collectively,the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, theClass E Notes, the Class F Notes, the Class G Notes and the Class H Notes.

“SeniorTranche”:  (i) Withrespect to a Participation or B Note, any senior interest in the sameUnderlying Term Loan as a Participation or any senior debt secured by the sameUnderlying Mortgaged Property as a B Note or Participation and (ii) withrespect to a Mezzanine Loan, any commercial mortgage loan related to the sameUnderlying Mortgaged Property or Properties as the Mezzanine Loan.

“Servicing Agreement”:  Each of the CDO Servicing Agreement, theAsset Servicing Agreement and any other servicing agreement entered into by theIssuer, the Collateral Manager and any other servicer.

“Servicing Fee”:  With respect to each Due Period, the sum of(i) the aggregate amount of all servicing and other fees payable to the PrimaryServicers or any other Persons under the related primary servicing agreementsduring such Due Period, including servicing fees payable to Capmark FinanceInc. pursuant to the CDO Servicing Agreement, (ii) the Green LoanAdministrative Fee and (iii) the aggregate amount of all special servicing feesin respect of serviced loans payable to (x) Green Loan under the AssetServicing Agreement and (y) any other special servicer pursuant to the relatedspecial servicing agreement between the Issuer and such special servicer, ineach case during such Due Period.

“Schedule P Failure”:  The meaning specified in Section 7.19(b)hereof.

“Schedule P Failure Amount”:  The meaning specified in Section 7.19(b)hereof.

“Share Registrar”:  Maples Finance Limited, unless a successor Personshall have become the Share Registrar pursuant to the applicable provisions ofthe Preferred Shares Paying Agency Agreement, and thereafter “Share Registrar”shall mean such successor Person.

“SimilarLaw”:  The meaningspecified in Section 2.5(g)(vi) hereof.

“Single Asset Mortgage Security”:  A commercial mortgage pass-throughcertificate or similar security backed primarily by a single mortgage loan onone or more commercial properties included in a property-specificsecuritization transaction.

“Single Borrower Mortgage Security”:  A commercial mortgage pass-throughcertificate or similar security backed primarily by one or more mortgage loansto the same borrower (or affiliated borrowers) on one or more commercialproperties included in a securitization.

“SLG”: SL Green Operating Partnership L.P.

“SpecialAmortization”:  Themeaning specified in Section 9.7 hereof.

“SpecialAmortization Amount”: The meaning specified in Section 9.7 hereof.

77

----

“SpecifiedPerson”:  The meaningspecified in Section 2.6(a) hereof.

“SpecifiedType”:  Each of a Loan,CMBS Security, CRE CDO Security, REIT Debt Security and Preferred EquitySecurity.

“Spread Appreciated Security”:  Any Collateral Debt Security that (a) in theCollateral Manager’s judgment, has significantly improved in credit quality orvalue since it was acquired by the Issuer, or (b) has been upgraded or put on awatch list for possible upgrade by one or more rating subcategories by one ormore Rating Agencies since it was acquired by the Issuer.

“SpreadExcess”:  As of anyMeasurement Date, a fraction (expressed as a percentage), the numerator ofwhich is equal to the product of (a) the greater of zero and the excess, ifany, of the Weighted Average Spread for such Measurement Date over 2.2% and (b)the Aggregate Principal Balance of all Collateral Debt Securities that areFloating Rate Securities (excluding all Defaulted Securities and Written DownSecurities) and the denominator of which is the Aggregate Principal Balance ofall Collateral Debt Securities that are Fixed Rate Securities (excluding allDefaulted Securities and Written Down Securities), multiplying the resultingfigure by 365 and then dividing by 360.

“StatedMaturity”:  The PaymentDate occurring in July 2041.

“Step-DownBond”:  A security whichby the terms of the related Underlying Instruments provides for a decrease, inthe case of a Fixed Rate Security, in the *per annum*interest rate on such security or, in the case of a Floating Rate Security, inthe spread over the applicable index or benchmark rate, solely as a function ofthe passage of time; provided**that the termStep-Down Bond shall not include any such security providing for payment of aconstant rate of interest at all times after the date of acquisition by theIssuer or any Loan.

“Step-UpSecurity”:  A securitywith a current interest rate of zero percent *per annum*at the time of purchase but which increases to predetermined levels on specificdates; provided that the term Step-Up Security shall not include anyLoan.

“SubordinateCollateral Management Fee”: The fee payable quarterly in arrears on each Payment Date to theCollateral Manager pursuant to this Indenture and the Collateral ManagementAgreement, in an amount equal to 0.25% *per annum* ofthe Net Outstanding Portfolio Balance to the extent funds are available forsuch purpose in accordance with the Priority of Payments.

“SubordinateInterests”:  The ClassA-2 Subordinate Interests, the Class B Subordinate Interests, the Class CSubordinate Interests, the Class D Subordinate Interests, the Class ESubordinate Interests, the Class F Subordinate Interests, the Class GSubordinate Interests, the Class H Subordinate Interests, the Class JSubordinate Interests and/or the Class K Subordinate Interests, as the contextmay require.

“Subordinate Whole Loan”:  The SunCal Loan and any whole loan secured bya second-lien mortgage on commercial real estate property or a senior interesttherein.

78

----

“SubsequentCollateral Debt Security”: Any Collateral Debt Security that is acquired after the Closing Date.

“SubstituteCollateral Debt Security”: A Collateral Debt Security that is acquired by the Issuer insubstitution for securities previously pledged to the Trustee in accordanceherewith.

“SuccessfulAuction”:  (i) AnAuction which is conducted in accordance with Section 9.2(b) or (ii) thepurchase of Collateral Debt Securities by the Collateral Manager or itsAffiliates for a price equal to the Total Redemption Price pursuant to Section12.4(c).

“SunCal Loan”: The Initial Collateral Debt Security known as the SunCal Loan.

“Suspense Account”:  The account established pursuant to Section10.8 hereof.

“TaxEvent”: Means (i) any obligor is, or on the next scheduledpayment date under any Collateral Debt Security, will be, required to deduct orwithhold from any payment under any Collateral Debt Security to the Issuer foror on account of any tax for whatever reason and such obligor is not requiredto pay to the Issuer such additional amount as is necessary to ensure that thenet amount actually received by the Issuer (free and clear of taxes, whetherassessed against such obligor or the Issuer) will equal the full amount thatthe Issuer would have received had no such deduction or withholding beenrequired, (ii) any jurisdiction imposes net income, profits, or similar tax onthe Issuer, (iii) the Issuer is required to deduct or withhold from any paymentunder a Hedge Agreement for or on account of any tax and the Issuer isobligated to make a gross up payment (or otherwise pay additional amounts) to theHedge Counterparty, (iv) a Hedge Counterparty is required to deduct or withholdfrom any payment under a Hedge Agreement for or on account of any tax forwhatever reason and such Hedge Counterparty is not required to pay to theIssuer such additional amount as is necessary to ensure that the net amountactually received by the Issuer (free and clear of taxes, whether assessedagainst such obligor or the Issuer) will equal the full amount that the Issuerwould have received had no such deduction or withholding been required or (v)the Issuer fails to maintain its status as a qualified REIT subsidiary (withinthe meaning of Section 856(i)(2) of the Code).

“TaxMateriality Condition”: The condition that will be satisfied if either (i) as a result of theoccurrence of a Tax Event, a tax or taxes are imposed on the Issuer or withheldfrom payments to the Issuer and with respect to which the Issuer receives lessthan the full amount that the Issuer would have received had no such deductionoccurred, and such amount exceeds, in the aggregate, U.S. $1 million during any12-month period or (ii) the Issuer fails to maintain its status as a qualifiedREIT subsidiary (within the meaning of Section 856(i)(2) of the Code).

“TaxOpinion”:  A writtenopinion addressed to the Issuer, in form and substance reasonably satisfactoryto the Issuer, of Cadwalader, Wickersham & Taft LLP or another nationallyrecognized U.S. tax counsel, admitted to practice (or a law firm with one ormore partners admitted to practice) before the highest court of any state ofthe United States or the District of Columbia and experienced in such mattersfor which such Tax Opinion is sought.

“TaxRedemption”:  Themeaning specified in Section 9.1(b) hereof.

79

----

“TotalRedemption Price”:  Theamount equal to funds sufficient to pay all amounts and expenses describedunder clauses (1) through (5), (31), (32) and (33) of Section 11.1(a)(i)and to redeem all Notes at their applicable Redemption Prices.

“TransactionDocuments”:  ThisIndenture, the Collateral Management Agreement, the Collateral Debt SecuritiesPurchase Agreements, the Servicing Agreements, the Company AdministrationAgreement, the Preferred Shares Paying Agency Agreement and each HedgeAgreement.

“TransferAgent”:  The Person orPersons, which may be the Issuer, authorized by the Issuer to exchange orregister the transfer of Notes.

“TreasuryRegulations”: Temporary or final regulations promulgated under the Code by the UnitedStates Treasury Department.

“TrustOfficer”:  When usedwith respect to the Trustee, any officer within the CDO Trust Services Group ofthe Corporate Trust Office (or any successor group of the Trustee) includingany vice president, assistant vice president or officer of the Trusteecustomarily performing functions similar to those performed by the persons whoat the time shall be such officers, respectively, or to whom any corporatetrust matter is referred at the CDO Trust Services Group of the Corporate TrustOffice because of his knowledge of and familiarity with the particular subject.

“Trustee”:  Wells Fargo Bank, National Association, anational banking association, solely in its capacity as trustee hereunder,unless a successor Person shall have become the Trustee pursuant to theapplicable provisions of this Indenture, and thereafter “Trustee” shall meansuch successor Person.

“UCC”:  The applicable Uniform Commercial Code.

“UCC Account”: “Account,” as such term isdefined in Section 9-102(a)(2) of the UCC.

“UncertificatedSecurity”:  The meaningspecified in Section 3.3(a)(ii) hereof.

“UnderlyingInstruments”:  Theindenture, loan agreement, note, mortgage, intercreditor agreement, pooling andservicing agreement, participation agreement or other agreement pursuant towhich a Collateral Debt Security or Eligible Investment has been issued orcreated and each other agreement that governs the terms of or secures theobligations represented by such Collateral Debt Security or Eligible Investmentor of which holders of such Collateral Debt Security or Eligible Investment arethe beneficiaries.

“UnderlyingMortgaged Property”: With respect to (i) a Loan (other than a Participation or MezzanineLoan), the commercial mortgage property or properties securing the Loan, (ii) aParticipation, the commercial mortgage property or properties securing theUnderlying Term Loan, or (iii) a Mezzanine Loan, the commercial mortgageproperty or properties related to the Mezzanine Loan.

80

----

“UnderlyingTerm Loan”:  Withrespect to (i) a Loan (other than Participation or Mezzanine Loan), such Loanor (ii) a Participation, the underlying commercial mortgage loan.

“UnitedStates” and “U.S.”: The United States of America,including any state and any territory or possession administered thereby.

“UnregisteredSecurities”:  Themeaning specified in Section 5.17(c) hereof.

“UnscheduledPrincipal Payments”: Any proceeds received by the Issuer from an unscheduled prepayment orredemption (in whole but not in part) by or on behalf of the obligor of aCollateral Debt Security prior to the stated maturity date of such CollateralDebt Security.

“Unused Proceeds Account”:  The trust account established pursuant to Section10.4(a) hereof.

“Unused Proceeds Subaccount”:  The trust account established pursuant to Section10.4(g) hereof.

“U.S.Person”: The meaning specified in Regulation S.

“Warehouse Facility”:  The meaning specified in clause (xxxvi) ofthe definition of Eligibility Criteria.

“WeightedAverage Coupon”:  As ofany Measurement Date, (a) the number obtained (rounded up to the next 0.001%)by (i) summing the products obtained by multiplying (x) the current interestrate on each Collateral Debt Security that is a Fixed Rate Security (excludingall Defaulted Securities and Written Down Securities) by (y) the PrincipalBalance of each such Collateral Debt Security and (ii) dividing such sum by theAggregate Principal Balance of all Collateral Debt Securities that are FixedRate Securities (excluding all Defaulted Securities and Written DownSecurities) plus (b) if the amount obtained pursuant to clause (a) is less than7.0%, the Spread Excess, if any, as of such Measurement Date.

“WeightedAverage Life”:  As ofany Measurement Date with respect to the Collateral Debt Securities (other thanDefaulted Securities), the number obtained by (a) summing the products obtainedby multiplying (i) the Average Life at such time of each Collateral DebtSecurity (other than Defaulted Securities) by (ii) the outstanding PrincipalBalance of such Collateral Debt Security and (b) dividing such sum by theAggregate Principal Balance at such time of all Collateral Debt Securities(other than Defaulted Securities).

“WeightedAverage Life Test”: With respect to any Collateral Debt Securities, a test that will besatisfied as of any Measurement Date if the Weighted Average Life of suchCollateral Debt Securities as of such Measurement Date is less than or equal to5 years.

“WeightedAverage Moody’s Rating Factor”:  The amount determined by summing the productsobtained by multiplying the Principal Balance of each Collateral Debt Security(excluding Defaulted Securities) by its Moody’s Rating Factor, dividing suchsum by the Aggregate Principal Balance of all such obligations and rounding theresult up to the nearest whole number.

81

----

“WeightedAverage Spread”:  As ofany Measurement Date, (a) the number obtained (rounded up to the next 0.001%),by (i) summing the products obtained by multiplying (x) the stated spread aboveLIBOR at which interest accrues on each Collateral Debt Security that is aFloating Rate Security (other than a Defaulted Security or Written DownSecurity) as of such date by (y) the Principal Balance of such Collateral DebtSecurity as of such date, and (ii) dividing such sum by the Aggregate PrincipalBalance of all Collateral Debt Securities that are Floating Rate Securities(excluding all Defaulted Securities and Written Down Securities) plus (b) ifthe amount obtained pursuant to clause (a) is less than 2.2%, the Fixed RateExcess, if any, as of such Measurement Date. For purposes of this definition, a Fixed Rate Security that is subjectto a Liability Hedge will be deemed to be a Floating Rate Security and thefloating rate applicable thereto shall be the rate payable taking into accountthe related Liability Hedge.

“Whole Loan”:  A whole loan secured by a mortgage on commercial real estate property ora senior interest therein (including senior participations).

“WrittenDown Security”:  As ofany date of determination, any Collateral Debt Security as to which theaggregate par amount of the entire issue of such Collateral Debt Security andall other securities secured by the same pool of collateral and that ranksenior in priority of payment to such issue exceeds the aggregate par amount ofall collateral (giving effect to any appraisal reductions) securing such issue(excluding defaulted collateral).

Section 1.2     Assumptions as to Pledged Obligations.

### (a)       In connection with allcalculations required to be made pursuant to this Indenture with respect toScheduled Distributions on any Pledged Obligation, or any payments on any otherassets included in the Assets, and with respect to the income that can beearned on Scheduled Distributions on such Pledged Obligations and on any otheramounts that may be received for deposit in the applicable Collection Account,the provisions set forth in this Section 1.2 shall be applied.

### (b)       All calculations withrespect to Scheduled Distributions on the Pledged Obligations securing theNotes shall be made on the basis of information as to the terms of each suchPledged Obligation and upon report of payments, if any, received on suchPledged Obligation that are furnished by or on behalf of the issuer of suchPledged Obligation and, to the extent they are not manifestly in error, suchinformation or report may be conclusively relied upon in making suchcalculations.

### (c)       For each Due Period, theScheduled Distribution on any Pledged Obligation (other than a DefaultedSecurity, which, except as otherwise provided herein, shall be assumed to havea Scheduled Distribution of zero) shall be the sum of (i) the total amount ofpayments and collections in respect of such Pledged Obligation (including allSales Proceeds received during the Due Period and not reinvested in SubstituteCollateral Debt Securities or retained in the Principal Collection Account forsubsequent reinvestment) that, if paid as scheduled, will be available in theCollection Accounts at the end of such Due Period for payment on the Notes andof expenses of the Issuer and the Co-Issuer pursuant to the Priority of Paymentsand (ii) any such amounts received in prior Due Periods that were not

82

----

### disbursed on a previous Payment Date and do not constitute amountswhich have been used as reimbursement with respect to a prior Interest Advancepursuant to the terms of this Indenture.

### (d)       With respect to anyCollateral Debt Security as to which any interest or other payment thereon issubject to withholding tax of any relevant jurisdiction, each ScheduledDistribution thereon shall, for purposes of the Coverage Tests and the CollateralQuality Tests, be deemed to be payable net of such withholding tax unless theissuer thereof or obligor thereon is required to make additional payments tofully compensate the Issuer for such withholding taxes (including in respect ofany such additional payments). On any date of determination, the amount of anyScheduled Distribution due on any future date shall be assumed to be made netof any such uncompensated withholding tax based upon withholding tax rates ineffect on such date of determination.

### (e)       For purposes ofcalculating any Interest Coverage Ratio, the expected interest income onfloating rate Collateral Debt Securities and Eligible Investments and undereach Hedge Agreement and the expected interest payable on the Notes shall becalculated using (i) the interest rates applicable thereto on the applicableMeasurement Date and (ii) accrued original issue discount on EligibleInvestments shall be deemed to be Scheduled Distributions of interest due onthe date such original issue discount is scheduled to be paid.  Notwithstanding the foregoing, for thepurposes of calculating any Interest Coverage Ratio, there shall be excludedall scheduled or deferred payments of interest on or principal of Collateral DebtSecurities and any payment, including any amount payable to the Issuer by eachHedge Counterparty, which the Collateral Manager has determined in itsreasonable judgment shall not be made in Cash or received when due.

### (f)        Each ScheduledDistribution receivable with respect to a Pledged Obligation shall be assumedto be received on the applicable Due Date, and each such Scheduled Distributionshall be assumed to be immediately deposited in the applicable CollectionAccount except to the extent the Collateral Manager has a reasonable expectationthat such Scheduled Distribution will not be received on the applicable DueDate.  All such funds shall be assumed tocontinue to earn interest until the date on which they are required to beavailable in the applicable Collection Account for transfer to the PaymentAccount for application, in accordance with the terms hereof, to payments ofprincipal of or interest on the Notes or other amounts payable pursuant to thisIndenture.

### (g)       All calculationsrequired to be made and all reports which are to be prepared pursuant to thisIndenture with respect to the Pledged Obligations, shall be made on the basisof the date on which the Issuer makes a commitment to purchase or sell an asset(the “trade date”),not the settlement date.

### (h)       For purposes ofcalculating the Par Value Ratio, an appraisal reduction of a Collateral DebtSecurity will be assumed to result in an implied reduction of Principal Balancefor such Collateral Debt Security only if such appraisal reduction is intendedto reduce the interest payable on such Collateral Debt Security and only inproportion to such interest reduction. For purposes of the Par Value Ratio, any Collateral Debt Security thathas sustained an implied reduction of Principal Balance due to an appraisalreduction will not be considered a Defaulted Security solely due to suchimplied reduction.  The CollateralManager 

83

----

### will notify the Trustee of any appraisal reductions of Collateral DebtSecurities if the Collateral Manager has actual knowledge thereof.

### (i)        For purposes of calculatingthe Weighted Average Coupon in respect of Fixed Rate Securities that aresubject to any Servicing Agreement, the current interest rates in respect ofsuch Fixed Rate Securities shall be adjusted to reflect the amount of interestwithheld by or on behalf of the related servicer in respect of such Fixed RateSecurities as a part of its Servicing Fee. For purposes of calculating the Weighted Average Spread in respect ofFloating Rate Securities that are subject to any Servicing Agreement, thestated spreads above LIBOR in respect of such Floating Rate Securities shall beadjusted to reflect the amount of interest withheld by or on behalf of therelated servicer in respect of such Floating Rate Securities as a part of itsServicing Fee.

## Section 1.3     InterestCalculation Convention.

All calculations of interest hereunder that are made with respect tothe Notes shall be made on the basis of the actual number of days during therelated Interest Accrual Period divided by 360.

## Section 1.4     RoundingConvention.

Unless otherwise specified herein, test calculations that evaluate to apercentage will be rounded to the nearest hundredth of a percentage point andtest calculations that evaluate to a number or decimal will be rounded to 2decimal places.

## Section 1.5     ServicingOverride.

For the avoidance of doubt, in the case of any action required orpermitted to be taken by the Collateral Manager hereunder, any such actionshall be subject to override by the applicable servicer to the extent set forthin the Collateral Management Agreement and any Servicing Agreement.

84

----

# **ARTICLE 2THE NOTES**

## Section 2.1     Forms Generally.

The Notes and the Trustee’s or Authenticating Agent’s certificate ofauthentication thereon (the “Certificateof Authentication”) shall be in substantially the formsrequired by this Article 2, with such appropriate insertions, omissions,substitutions and other variations as are required or permitted by thisIndenture, and may have such letters, numbers or other marks of identificationand such legends or endorsements placed thereon, as may be consistent herewith,determined by the Authorized Officers of the Issuer and the Co-Issuer,executing such Notes as evidenced by their execution of such Notes.  Any portion of the text of any Note may beset forth on the reverse thereof, with an appropriate reference thereto on theface of the Note.

## Section 2.2     Forms of Notes and Certificate ofAuthentication.

### (a)       Form.  The form of each Class of Notes, includingthe Certificate of Authentication, shall be substantially as set forth in ExhibitsA and B hereto.

### (b)           Global Securities and Certificated Notes.

#### (i)               The Senior Notesinitially offered and sold in the United States to (or to U.S. Persons who are)QIBs shall be represented by one or more permanent global notes in definitive,fully registered form without interest coupons with the applicable legend setforth in Exhibit A hereto added to the form of such Notes (each, a “Rule 144A Global Security”),which shall be registered in the name of the nominee of the Depository anddeposited with the Trustee, at its Corporate Trust Office, as custodian for theDepository, duly executed by the Issuer and the Co-Issuer and authenticated bythe Trustee as hereinafter provided.  Theaggregate principal amount of the Rule 144A Global Securities may from time totime be increased or decreased by adjustments made on the records of theTrustee or the Depository or its nominee, as the case may be, as hereinafterprovided.

#### (ii)              The Senior Notesinitially sold in offshore transactions in reliance on Regulation S shall berepresented by one or more permanent global notes in definitive, fullyregistered form without interest coupons with the applicable legend set forthin Exhibit B hereto added to the form of such Notes (each, a “Regulation S Global Security”),which shall be deposited on behalf of the subscribers for such Notesrepresented thereby with the Trustee as custodian for the Depository andregistered in the name of a nominee of the Depository for the respectiveaccounts of Euroclear and Clearstream, Luxembourg or their respectivedepositories, duly executed by the Issuer and the Co-Issuer and authenticatedby the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Securities mayfrom time to time

85

----

#### be increasedor decreased by adjustments made on the records of the Trustee or theDepository or its nominee, as the case may be, as hereinafter provided.

#### (iii)             The Class JNotes and the Class K Notes initially sold in the United States to QRS II Corp.pursuant to a transaction exempt from registration under Section 4(2) of theSecurities Act shall be represented by one or more Certificated Notes indefinitive, fully registered form without interest coupons with the applicablelegend set forth in Exhibit B, duly executed by the Issuer andauthenticated by the Trustee or Authenticating Agent as hereinafterprovided.  No Class J Note or Class KNote shall be issued in the form of a Global Security.

### (c)       Book-Entry Provisions.  This Section 2.2(c) shall apply onlyto Global Securities deposited with or on behalf of the Depository.

Each of the Issuer and Co-Issuer shall execute and the Trustee shall,in accordance with this Section 2.2(c), authenticate and deliverinitially one or more Global Securities that shall be (i) registered in thename of the nominee of the Depository for such Global Security or GlobalSecurities and (ii) delivered by the Trustee to such Depository or pursuant tosuch Depository’s instructions or held by the Trustee’s agent as custodian forthe Depository.

Agent Members shall have no rights under this Indenture with respect toany Global Security held on their behalf by the Trustee, as custodian for theDepository or under the Global Security, and the Depository may be treated bythe Issuer, the Co-Issuer, the Trustee, and any agent of the Issuer, theCo-Issuer or the Trustee as the absolute owner of such Global Security for allpurposes whatsoever.  Notwithstanding theforegoing, nothing herein shall prevent the Issuer, the Co-Issuer, the Trustee,or any agent of the Issuer, the Co-Issuer or the Trustee, from giving effect toany written certification, proxy or other authorization furnished by theDepository or impair, as between the Depository and its Agent Members, theoperation of customary practices governing the exercise of the rights of aholder of any Global Security.

### (d)       Delivery ofCertificated Notes in Lieu of Global Securities.  Except as provided in Section 2.10hereof, owners of beneficial interests in a Class of Global Securities shallnot be entitled to receive physical delivery of a Certificated Note.

## Section 2.3     Authorized Amount; Stated Maturity; andDenominations.

### (a)       The aggregate principalamount of Notes that may be authenticated and delivered under this Indenture islimited to $942,500,000, except for Notes authenticated and delivered uponregistration of transfer of, or in exchange for, or in lieu of, other Notespursuant to Sections 2.5, 2.6 or 8.5 hereof.

Such Notes shall be divided into eleven (11) Classes havingdesignations and original principal amounts as follows:

86

----

 
| Designation                                                                        | ** ** | **Original  Principal  Amount** | ** **  |
|------------------------------------------------------------------------------------|------------|---------------------------------|-------------|
| Class A-1 Senior  Secured Floating Rate                                            |       |                            |        |
| Term Notes, Due  2041                                                              |       | $                               | 500,000,000 |   |
| Class A-2 Second  Priority Senior Secured Floating Rate                            |       |                            |        |
| Term Notes, Due  2041                                                              |       | $                               | 171,250,000 |   |
| Class B Third  Priority Floating Rate                                              |       |                            |        |
| Term Notes, Due  2041                                                              |       | $                               | 95,000,000  |   |
| Class C Fourth  Priority Floating Rate Capitalized Interest                        |       |                            |        |
| Term Notes, Due  2041                                                              |       | $                               | 33,750,000  |   |
| Class D Fifth  Priority Floating Rate Capitalized Interest                         |       |                            |        |
| Term Notes, Due  2041                                                              |       | $                               | 20,000,000  |   |
| Class E Sixth  Priority Floating Rate Capitalized Interest                         |       |                            |        |
| Term Notes, Due  2041                                                              |       | $                               | 26,250,000  |   |
| Class F Seventh  Priority Floating Rate Capitalized Interest Term Notes, Due 2041  |       | $                               | 20,000,000  |   |
| Class G Eighth  Priority Floating Rate Capitalized Interest Term Notes, Due 2041   |       | $                               | 20,000,000  |   |
| Class H Ninth  Priority Floating Rate Capitalized Interest Term Notes, Due 2041    |       | $                               | 17,500,000  |   |
| Class J Tenth  Priority Floating Rate Capitalized Interest Term Notes, Due 2041    |       | $                               | 22,750,000  |   |
| Class K Eleventh  Priority Floating Rate Capitalized Interest Term Notes, Due 2041 |       | $                               | 16,000,000  |   |

 

### (b)       The Notes shall beissuable in minimum denominations of U.S.$500,000 and integral multiples ofU.S.$1,000 in excess thereof (plus any residual amount).

## Section 2.4     Execution, Authentication, Delivery andDating.

The Notes shall be executed on behalf of the Issuer and the Co-Issuerby an Authorized Officer of the Issuer and the Co-Issuer, respectively.  The signature of such Authorized Officers onthe Notes may be manual or facsimile.

Notes bearing the manual or facsimile signatures of individuals whowere at any time the Authorized Officers of the Issuer or the Co-Issuer shallbind the Issuer or the Co-Issuer, as the case may be, notwithstanding the factthat such individuals or any of them have ceased to hold such offices prior tothe authentication and delivery of such Notes or did not hold such offices atthe date of issuance of such Notes.

At any time and from time to time after the execution and delivery ofthis Indenture, the Issuer and the Co-Issuer may deliver Notes executed by theIssuer and the Co-Issuer to the Trustee or the Authenticating Agent forauthentication and the Trustee or the 

87

----

Authenticating Agent, upon Issuer Order, shallauthenticate and deliver such Notes as provided in this Indenture and nototherwise.

Each Note authenticated and delivered by the Trustee or theAuthenticating Agent upon Issuer Order on the Closing Date shall be dated as ofthe Closing Date.  All other Notes thatare authenticated after the Closing Date for any other purpose under thisIndenture shall be dated the date of their authentication.

Notes issued upon transfer, exchange or replacement of other Notesshall be issued in authorized denominations reflecting the original aggregateprincipal amount of the Notes so transferred, exchanged or replaced, but shallrepresent only the current outstanding principal amount of the Notes sotransferred, exchanged or replaced.  Inthe event that any Note is divided into more than one Note in accordance withthis Article 2, the original principal amount of such Note shall beproportionately divided among the Notes delivered in exchange therefor andshall be deemed to be the original aggregate principal amount of suchsubsequently issued Notes.

No Note shall be entitled to any benefit under this Indenture or bevalid or obligatory for any purpose, unless there appears on such Note aCertificate of Authentication, substantially in the form provided for herein,executed by the Trustee or by the Authenticating Agent by the manual signatureof one of their Authorized Officers, and such certificate upon any Note shallbe conclusive evidence, and the only evidence, that such Note has been dulyauthenticated and delivered hereunder.

## Section 2.5     Registration, Registration of Transferand Exchange.

### (a)       The Issuer and theCo-Issuer shall cause to be kept a register (the “Notes Register”) in which, subject to suchreasonable regulations as it may prescribe, the Issuer and the Co-Issuer shallprovide for the registration of Notes and the registration of transfers andexchanges of Notes.  The Trustee ishereby initially appointed “Notes Registrar” for the purpose of registeringNotes and transfers and exchanges of such Notes with respect to any duplicatecopy of the Notes Register kept in the United States as herein provided.  Upon any resignation or removal of the NotesRegistrar, the Issuer and the Co-Issuer shall promptly appoint a successor or,in the absence of such appointment, assume the duties of Notes Registrar.

If a Person other than the Trustee is appointed by the Issuer and theCo-Issuer as Notes Registrar, the Issuer and the Co-Issuer shall give theTrustee prompt written notice of the appointment of a successor Notes Registrarand of the location, and any change in the location, of the Notes Registrar,and the Trustee shall have the right to inspect the Notes Register at allreasonable times and to obtain copies thereof and the Trustee shall have theright to rely upon a certificate executed on behalf of the Notes Registrar byan Officer thereof as to the names and addresses of the Holders of the Notesand the principal amounts and numbers of such Notes.

Subject to this Section 2.5, upon surrender for registration oftransfer of any Notes at the office or agency of the Issuer to be maintained asprovided in Section 7.2, the Issuer and the Co-Issuer shall execute, andthe Trustee shall authenticate and deliver, in the name of the 

88

----

designated transferee or transferees, one or more newNotes of any authorized denomination and of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for Notes of liketerms, in any authorized denominations and of like aggregate principal amount,upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Note is surrendered forexchange, the Issuer and the Co-Issuer shall execute, and the Trustee shallauthenticate and deliver, the Notes that the Noteholder making the exchange isentitled to receive.

All Notes issued and authenticated upon any registration of transfer orexchange of Notes shall be the valid obligations of the Issuer and theCo-Issuer, evidencing the same debt, and entitled to the same benefits under thisIndenture, as the Notes surrendered upon such registration of transfer orexchange.

Every Note presented or surrendered for registration of transfer orexchange shall be duly endorsed, or be accompanied by a written instrument oftransfer in form satisfactory to the Issuer and the Notes Registrar dulyexecuted by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any registration oftransfer or exchange of Notes, but the Trustee may require payment of a sumsufficient to cover any tax or other governmental charge payable in connectiontherewith.

None of the Notes Registrar, the Issuer or the Co-Issuer shall berequired (i) to issue, register the transfer of or exchange any Note during aperiod beginning at the opening of business fifteen (15) days before anyselection of Notes to be redeemed and ending at the close of business on theday of the mailing of the relevant notice of redemption, or (ii) to registerthe transfer of or exchange any Note so selected for redemption.

### (b)       No Note may be sold ortransferred (including, without limitation, by pledge or hypothecation) unlesssuch sale or transfer is exempt from the registration requirements of theSecurities Act and is exempt from the registration requirements underapplicable state securities laws.

### (c)       No Senior Note may beoffered, sold, resold or delivered, within the United States or to, or for thebenefit of, U.S. Persons except in accordance with Section 2.5(e) belowand in accordance with Rule 144A to QIBs who are Qualified Purchaserspurchasing for their own account or for the accounts of one or more QIBs whoare Qualified Purchasers, for which the purchaser is acting as fiduciary oragent.  The Senior Notes may be offered,sold, resold or delivered, as the case may be, in offshore transactions tonon-U.S. Persons in reliance on Regulation S. None of the Issuer, the Co-Issuer, the Trustee or any other Person mayregister the Notes under the Securities Act or any state securities laws.

### (d)       Upon final payment dueon the Stated Maturity of a Note, the Holder thereof shall present andsurrender such Note at the Corporate Trust Office of the Trustee or at theoffice of the Paying Agent (outside the United States if then required byapplicable law in the case of a Note in definitive form issued in exchange fora beneficial interest in a Regulation S Global Security pursuant to Section2.10).

89

----

### (e)       Transfers of GlobalSecurities.  Notwithstanding anyprovision to the contrary herein, so long as a Global Security remainsoutstanding and is held by or on behalf of the Depository, transfers of aGlobal Security, in whole or in part, shall be made only in accordance with Section2.2(c) and this Section 2.5(e).

#### (i)              Subject toclauses (ii) through (iv) of this Section 2.5(e), transfers of a GlobalSecurity shall be limited to transfers of such Global Security in whole, butnot in part, to nominees of the Depository or to a successor of the Depositoryor such successor’s nominee.

#### (ii)             Regulation SGlobal Security to Rule 144A Global Security.  If a holder of a beneficial interest in aRegulation S Global Security wishes to transfer all or a part of its interestin such Regulation S Global Security to a Person who wishes to take deliverythereof in the form of a Rule 144A Global Security, such holder may, subject tothe terms hereof and the rules and procedures of Euroclear, Clearstream,Luxembourg or the Depository, as the case may be, exchange or cause theexchange of such interest for an equivalent beneficial interest in a Rule 144AGlobal Security of the same Class.  Uponreceipt by the Trustee, as Notes Registrar, of (A) instructions from Euroclear,Clearstream, Luxembourg or the Depository, as the case may be, directing theTrustee, as Notes Registrar, to cause such Rule 144A Global Security to beincreased by an amount equal to such beneficial interest in such Regulation SGlobal Security but not less than the minimum denomination applicable to therelated Class of Notes, and (B) a certificate substantially in the form of ExhibitD hereto given by the prospective transferee of such beneficial interestand stating, among other things, that such transferee acquiring such interestin a Rule 144A Global Security is a QIB and a Qualified Purchaser, is obtainingsuch beneficial interest in a transaction pursuant to Rule 144A and inaccordance with any applicable securities laws of any state of the UnitedStates or any other applicable jurisdiction, then Euroclear, Clearstream,Luxembourg or the Trustee, as Notes Registrar, as the case may be, shallapprove the instruction at the Depository to reduce such Regulation S GlobalSecurity by the aggregate principal amount of the interest in such Regulation SGlobal Security to be transferred and increase the Rule 144A Global Securityspecified in such instructions by an Aggregate Outstanding Amount equal to suchreduction in such principal amount of the Regulation S Global Security.

#### (iii)            Rule 144AGlobal Security to Regulation S Global Security.  If a holder of a beneficial interest in aRule 144A Global Security wishes to transfer all or a part of its interest insuch Rule 144A Global Security to a Person who wishes to take delivery thereofin the form of a Regulation S Global Security, such holder may, subject to theterms hereof and the rules and procedures of Euroclear, Clearstream, Luxembourgor the Depository, as the case may be, exchange or cause the exchange of suchinterest for an equivalent beneficial interest in a Regulation S GlobalSecurity of the same Class.  Upon receiptby the Trustee, as Notes Registrar, of (A) instructions from Euroclear,Clearstream, Luxembourg or the Depository, as the case may be, directing theTrustee, as Notes Registrar, to cause such Regulation S Global Security to beincreased by an amount equal to the beneficial interest in such Rule 144AGlobal Security but not less than the minimum denomination applicable to therelated Class of Notes to be exchanged, and (B) a certificate substantially inthe form of Exhibit C hereto given by the prospective

90

----

#### transferee ofsuch beneficial interest and stating, among other things, that such transfereeacquiring such interest in a Regulation S Global Security is a not a U.S.Person and that such transfer is being made pursuant to Rule 903 or 904 underRegulation S, then Euroclear, Clearstream, Luxembourg or the Trustee, as NotesRegistrar, as the case may be, shall approve the instruction at the Depositoryto reduce such Rule 144A Global Security by the aggregate principal amount ofthe interest in such Rule 144A Global Security to be transferred and increasethe Regulation S Global Security specified in such instructions by an AggregateOutstanding Amount equal to such reduction in the principal amount of the Rule144A Global Security.

#### (iv)           Other Exchanges.  (A)  Inthe event that, pursuant to Section 2.10 hereof, a Global Security isexchanged for Certificated Notes, such Notes may be exchanged for one anotheronly in accordance with such procedures as are substantially consistent withthe provisions above (including certification requirements intended to ensurethat such transfers are to a QIB who is also a Qualified Purchaser or are to anon-U.S. Person, or otherwise comply with Rule 144A or Regulation S, as thecase may be) and as may be from time to time adopted by the Issuer, theCo-Issuer and the Trustee.

###### (B)        Subjectto satisfaction of the conditions set forth in subparagraph (D) of this Section2.5(e)(iv), a Class J Note or Class K Note represented by a CertificatedNote may be transferred to a Qualified Institutional Buyer in the form of aCertificated Note upon receipt by the Trustee, as Notes Registrar, of acertificate substantially in the form of Exhibit E-2 hereto given by theprospective transferee of such beneficial interest and stating, among otherthings, that such transferee acquiring such interest in a Rule 144A GlobalSecurity is a QIB and a Qualified Purchaser, is obtaining such beneficialinterest in a transaction pursuant to Rule 144A and in accordance with anyapplicable securities laws of any state of the United States or any otherapplicable jurisdiction.  In connectionwith any such transfer, such prospective transferee shall be deemed to havemade the applicable representations contained in Section 2.5(g) hereof.

###### (C)        Subjectto satisfaction of the conditions set forth in subparagraph (D) of this Section2.5(e)(iv), a Class J Note or Class K Note represented by a CertificatedNote may be transferred to a Person other than a U.S. Person in the form of aCertificated Note upon receipt by the Trustee, as Notes Registrar, of acertificate substantially in the form of Exhibit E-1 hereto given by theprospective transferee of such beneficial interest and stating, among otherthings, that such transferee acquiring such interest in a Regulation S GlobalSecurity is a not a U.S. Person and that such transfer is being made pursuantto Rule 903 or 904 under Regulation S. In connection with any such transfer, such prospective transferee shallbe deemed to have made the applicable representations contained in Section2.5(g) hereof.

91

----

###### (D)       Notwithstandinganything contained in this Indenture to the contrary, as long as any Class ofSenior Notes is Outstanding, no wholly-owned and disregarded, direct orindirect, subsidiary of GKK may sell or otherwise transfer or finance any ClassJ Note or Class K Note to any other Person that is not a wholly-owned anddisregarded, direct or indirect, subsidiary of GKK unless the Issuer and the Trustee shall have receivedan appropriate Tax Opinion to the effect that the Class J Notes or Class KNotes, as applicable, will be treated as debt for U.S. federal income taxpurposes at the time of such sale, transfer or financing.

### (f)        Removal of Legend.  If Notes are issued upon the transfer,exchange or replacement of Notes bearing the applicable legends set forth in ExhibitsA and B hereto, and if a request is made to remove such applicablelegend on such Notes, the Notes so issued shall bear such applicable legend, orsuch applicable legend shall not be removed, as the case may be, unless thereis delivered to the Issuer and the Co-Issuer such satisfactory evidence, whichmay include an Opinion of Counsel of an attorney at law licensed to practicelaw in the State of New York (and addressed to the Issuer and the Trustee), asmay be reasonably required by the Issuer and the Co-Issuer, if applicable, tothe effect that neither such applicable legend nor the restrictions on transferset forth therein are required to ensure that transfers thereof comply with theprovisions of Rule 144A or Regulation S, as applicable, the Investment CompanyAct or ERISA.  So long as the Issuer orthe Co-Issuer is relying on an exemption under or promulgated pursuant to theInvestment Company Act, the Issuer or the Co-Issuer shall not remove thatportion of the legend required to maintain an exemption under or promulgatedpursuant to the Investment Company Act. Upon provision of such satisfactory evidence, as confirmed in writing bythe Issuer and the Co-Issuer, if applicable, to the Trustee, the Trustee, atthe direction of the Issuer and the Co-Issuer, if applicable, shallauthenticate and deliver Notes that do not bear such applicable legend.

### (g)       Each beneficial owner ofRule 144A Global Securities shall be deemed to represent and agree as follows(terms used in this paragraph that are defined in Rule 144A are used herein asdefined therein):

#### (i)              In the case of aRule 144A Global Security, the owner is (A) a QIB and a Qualified Purchaser,(B) is aware that the sale of the Notes to it (other than the initial sale bythe Issuer and the Co-Issuer, as applicable,) is being made in reliance on theexemption from registration provided by Rule 144A, and (C) is acquiring theNotes for its own account or for one or more accounts, each of which is a QIB anda Qualified Purchaser, and as to each of which the owner exercises soleinvestment discretion, (D) in a principal amount of not less than U.S.$100,000,for each such account.

#### (ii)             The ownerunderstands that the Notes are being offered only in a transaction notinvolving any public offering in the United States within the meaning of theSecurities Act, the Notes have not been and shall not be registered under theSecurities Act, and, if in the future the owner decides to offer, resell,pledge or otherwise transfer the Notes, such Notes may only be offered, resold,pledged or otherwise transferred in accordance with this Indenture and theapplicable legend on such Notes set

92

----

#### forth in ExhibitsA and B, as applicable.  Theowner acknowledges that no representation is made by the Issuer, the Co-Issuer,or the Dealers, as the case may be, as to the availability of any exemptionunder the Securities Act or any state securities laws for resale of the Notes.

#### (iii)            The owner is notpurchasing the Notes with a view to the resale, distribution or otherdisposition thereof in violation of the Securities Act.  The owner understands that an investment inthe Notes involves certain risks, including the risk of loss of all or a substantialpart of its investment under certain circumstances.  The owner has had access to such financialand other information concerning the Issuer, the Co-Issuer and the Notes as itdeemed necessary or appropriate in order to make an informed investment decisionwith respect to its purchase of the Notes, including an opportunity to askquestions of and request information from the Collateral Manager, the Issuerand the Co-Issuer.

#### (iv)           In connection withthe purchase of the Notes (A) none of the Issuer, the Co-Issuer, the Dealers,the Collateral Manager or the Trustee is acting as a fiduciary or financial orinvestment adviser for the owner; (B) the owner is not relying (for purposes ofmaking any investment decision or otherwise) upon any advice, counsel orrepresentations (whether written or oral) of the Issuer, the Co-Issuer, theDealers, the Collateral Manager or the Trustee other than in a current offeringmemorandum for such Notes and any representations expressly set forth in awritten agreement with such party; (C) none of the Issuer, the Co-Issuer, theDealers, the Collateral Manager or the Trustee has given to the owner (directlyor indirectly through any other person) any assurance, guarantee, orrepresentation whatsoever as to the expected or projected success,profitability, return, performance, result, effect, consequence, or benefit(including legal, regulatory, tax, financial, accounting, or otherwise) of itspurchase; (D) the owner has consulted with its own legal, regulatory, tax,business, investment, financial, and accounting advisers to the extent it hasdeemed necessary, and it has made its own investment decisions (includingdecisions regarding the suitability of any transaction pursuant to thisIndenture) based upon its own judgment and upon any advice from such advisersas it has deemed necessary and not upon any view expressed by the Issuer, theCo-Issuer, the Dealers, the Collateral Manager or the Trustee; and (E) theowner is purchasing the Notes with a full understanding of all of the terms,conditions and risks thereof (economic and otherwise), and is capable ofassuming and willing to assume (financially and otherwise) these risks.

#### (v)            The ownerunderstands that the Notes shall bear the applicable legend set forth in ExhibitsA and B as applicable.  TheRule 144A Global Securities may not at any time be held by or on behalf of anyU.S. Person that is not a QIB who is a Qualified Purchaser.  The owner must inform a prospectivetransferee of the transfer restrictions.

#### (vi)           Unless aprospective Holder of a Senior Note otherwise provides another representationacceptable to the Trustee, the Collateral Manager, the Issuer and theCo-Issuer, each Holder of a Senior Note, by its acquisition thereof, shall bedeemed to have represented to the Issuer, the Co-Issuer, the Collateral Managerand the Trustee that either (A) no part of the funds being used to pay thepurchase price for such Senior Notes

93

----

#### constitutes anasset of any “employee benefit plan” (as defined in Section 3(3) of ERISA) or “plan”(as defined in Section 4975(e)(1) of the Code) that is subject to Title I ofERISA or Section 4975 of the Code or any other plan which is subject to anyfederal, state or local law (“SimilarLaw”) that is substantially similar to Section 406 of ERISAor Section 4975 of the Code (each a “Benefit Plan”), or an entity whose underlyingassets include plan assets of any such Benefit Plan, or (B) if the funds beingused to pay the purchase price for such Senior Notes include plan assets of anyBenefit Plan, its purchase and holding are eligible for the exemptive relieffrom the prohibited transaction rules granted by Prohibited Transaction ClassExemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23,or a similar exemption, or in the case of any Benefit Plan subject to SimilarLaw, do not result in a non-exempt violation of Similar Law.

#### (vii)          The owner shallnot, at any time, offer to buy or offer to sell the Notes by any form ofgeneral solicitation or advertising, including, but not limited to, anyadvertisement, article, notice or other communication published in anynewspaper, magazine or similar medium or broadcast over television or radio orat a seminar or meeting whose attendees have been invited by generalsolicitations or advertising.

#### (viii)         The owner is not amember of the public in the Cayman Islands, within the meaning of Section 194of the Cayman Islands Companies Law (2004 Revision), unless the Issuer has beenlisted on the Cayman Islands Stock Exchange.

#### (ix)            The ownerunderstands that the Issuer, Co-Issuer, Trustee or Paying Agent shall requirecertification acceptable to it (A) as a condition to the payment of principalof and interest on any Notes without, or at a reduced rate of, U.S. withholdingor backup withholding tax, and (B) to enable the Issuer, Co-Issuer, Trustee andPaying Agent to determine their duties and liabilities with respect to anytaxes or other charges that they may be required to pay, deduct or withholdfrom payments in respect of such Notes or the Holder of such Notes under anypresent or future law or regulation of the Cayman Islands or the United Statesor any present or future law or regulation of any political subdivision thereofor taxing authority therein or to comply with any reporting or otherrequirements under any such law or regulation. Such certification may include U.S. federal income tax forms (such asIRS Form W-8BEN (Certification of Foreign Status of Beneficial Owner), IRS FormW-8IMY (Certification of Foreign Intermediary Status), IRS Form W-9 (Requestfor Taxpayer Identification Number and Certification), or IRS Form W-8ECI(Certification of Foreign Person’s Claim for Exemption from Withholding onIncome Effectively Connected with Conduct of a U.S. Trade or Business) or anysuccessors to such IRS forms).  Inaddition, the Issuer, Co-Issuer, Trustee or Paying Agent may requirecertification acceptable to it to enable the Issuer to qualify for a reducedrate of withholding in any jurisdiction from or through which the Issuerreceives payments on its assets.  Eachowner agrees to provide any certification requested pursuant to this paragraphand to update or replace such form or certification in accordance with itsterms or its subsequent amendments.

#### (x)             The owner herebyagrees that, for purposes of U.S. federal, state and local income and franchisetax and any other income taxes, (A) the Notes will be treated as indebtedness,and (B) the Preferred Shares will be treated as equity; the owner agrees to 

94

----

#### such treatmentand agrees to take no action inconsistent with such treatment, unless requiredby law.

#### (xi)            The owner, if nota “United States person” (as defined in Section 7701(a)(30) of the Code),either: (A) is not a bank (within the meaning of Section 881(c)(3)(A) of theCode); (B) is a bank and has provided an IRS Form W-8ECI representing that allpayments received or to be received by it from the Issuer are effectivelyconnected with the conduct of a trade or business in the United States; or (C)is a bank and is eligible for benefits under an income tax treaty with theUnited States that eliminates U.S. federal income taxation of U.S. sourceinterest not attributable to a permanent establishment in the United States andthe Issuer is treated as a fiscally transparent entity (as defined in TreasuryRegulations section 1.894-1(d)(3)(ii)) under the laws of owner’s jurisdictionwith respect to payments made on the Senior Notes held by the owner.

### (h)       Each beneficial owner ofRegulation S Global Securities shall be deemed to have made the representationsset forth in clauses (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x) and (xi)of Section 2.5(g) and shall be deemed to have further represented andagreed as follows:

#### (i)              The owner isaware that the sale of such Senior Notes to it is being made in reliance on theexemption from registration provided by Regulation S and understands that theSenior Notes offered in reliance on Regulation S will bear the appropriatelegend set forth in Exhibit A or B, as applicable, and berepresented by one or more Regulation S Global Securities.  The Senior Notes so represented may not atany time be held by or on behalf of U.S. Persons.  Each of the owner and the related Holder isnot, and shall not be, a U.S. Person. Before any interest in a Regulation S Global Security may be offered,resold, pledged or otherwise transferred to a person who takes delivery in theform of a Rule 144A Global Security, the transferee shall be required toprovide the Trustee with a written certification substantially in the form of ExhibitsC and D as applicable hereto as to compliance with the transferrestrictions.  The owner must inform aprospective transferee of the transfer restrictions.

### (i)        Any purported transferof a Note not in accordance with this Section 2.5 shall be null and voidand shall not be given effect for any purpose hereunder.

### (j)        Notwithstandinganything contained in this Indenture to the contrary, neither the Trustee northe Notes Registrar (nor any other Transfer Agent) shall be responsible orliable for compliance with applicable federal or state securities laws(including, without limitation, the Securities Act or Rule 144A or Regulation Spromulgated thereunder), the Investment Company Act, ERISA or the Code (or anyapplicable regulations thereunder); provided*,*however,that if a specified transfer certificate or Opinion of Counsel is required bythe express terms of this Section 2.5 to be delivered to the Trustee orNotes Registrar prior to registration of transfer of a Note, the Trustee and/orNotes Registrar, as applicable, is required to request, as a condition forregistering the transfer of the Note, such certificate or Opinion of Counseland to examine the same to determine whether it conforms on its face to therequirements hereof (and the Trustee or Notes Registrar, as the case may be,shall promptly

95

----

### notify the party delivering the same if it determines that suchcertificate or Opinion of Counsel does not so conform).

### (k)       If the Trusteedetermines or is notified by the Issuer, Co-Issuer or the Collateral Managerthat (i) a transfer or attempted or purported transfer of any interest in anyNote was consummated in compliance with the provisions of this Section 2.5on the basis of a materially incorrect certification from the transferee orpurported transferee, (ii) a transferee failed to deliver to the Trustee anycertification required to be delivered hereunder or (iii) the holder of anyinterest in a Note is in breach of any representation or agreement set forth inany certification or any deemed representation or agreement of such holder, theTrustee shall not register such attempted or purported transfer and if atransfer has been registered, such transfer shall be absolutely null and void *ab initio* and shall vest no rights in the purportedtransferee (such purported transferee, a “Disqualified Transferee”) and the last precedingholder of such interest in such Note that was not a Disqualified Transfereeshall be restored to all rights as a Holder thereof retroactively to the dateof transfer of such Note by such Holder.

In addition, the Trustee may require that the interest in the Notereferred to in (i), (ii) or (iii) in the preceding paragraph be transferred toany person designated by the Issuer or the Collateral Manager at a pricedetermined by the Issuer or the Collateral Manager, as applicable, based uponits estimation of the prevailing price of such interest and each Holder, byacceptance of an interest in a Note, authorizes the Trustee to take suchaction.  In any case, the Trustee shallnot be held responsible for any losses that may be incurred as a result of anyrequired transfer under this Section 2.5(l).

### (l)        Each Holder of Notesapproves and consents to (i) the initial purchase of the Collateral DebtSecurities by the Issuer from Affiliates of the Collateral Manager on or priorto the Closing Date and (ii) any other transaction between the Issuer and theCollateral Manager or its Affiliates that are permitted under the terms of thisIndenture or the Collateral Management Agreement.

## Section 2.6     Mutilated, Defaced, Destroyed, Lost orStolen Note.

If (a) any mutilated or defaced Note is surrendered to a TransferAgent, or if there shall be delivered to the Issuer, the Co-Issuer, the Trusteeand the relevant Transfer Agent (each a “Specified Person”) evidence to their reasonablesatisfaction of the destruction, loss or theft of any Note, and (b) there isdelivered to the Specified Person such security or indemnity as may be requiredby each Specified Person to save each of them and any agent of any of themharmless (an unsecured indemnity agreement delivered to the Trustee by aninstitutional investor with a net worth of at least U.S.$200,000,000 beingdeemed sufficient to satisfy such security or indemnity requirement), then, inthe absence of notice to the Specified Persons that such Note has been acquiredby a bona fide purchaser, the Issuer and the Co-Issuer shall execute and, uponIssuer Request, the Trustee shall authenticate and deliver, in lieu of any suchmutilated, defaced, destroyed, lost or stolen Note, a new Note, of like tenor(including the same date of issuance) and equal principal amount, registered inthe same manner, dated the date of its authentication, bearing interest fromthe date to which interest has been paid on the mutilated, defaced, destroyed,lost or stolen Note and bearing a number not contemporaneously outstanding.

96

----

If, after delivery of such new Note, a bona fide purchaser of thepredecessor Note presents for payment, transfer or exchange such predecessorNote, any Specified Person shall be entitled to recover such new Note from thePerson to whom it was delivered or any Person taking therefrom, and eachSpecified Person shall be entitled to recover upon the security or indemnityprovided therefor to the extent of any loss, damage, cost or expense incurredby such Specified Person in connection therewith.

In case any such mutilated, defaced, destroyed, lost or stolen Note hasbecome due and payable, the Issuer and the Co-Issuer, if applicable, in theirdiscretion may, instead of issuing a new Note, pay such Note without requiringsurrender thereof except that any mutilated or defaced Note shall besurrendered.

Upon the issuance of any new Note under this Section 2.6, theIssuer and the Co-Issuer, if applicable, may require the payment by theregistered Holder thereof of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in relation thereto and any otherexpenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section 2.6 in lieu ofany mutilated, defaced, destroyed, lost or stolen Note shall constitute anoriginal additional contractual obligation of the Issuer and the Co-Issuer, ifapplicable, and such new Note shall be entitled, subject to the secondparagraph of this Section 2.6, to all the benefits of this Indentureequally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.6 are exclusive and shallpreclude (to the extent lawful) all other rights and remedies with respect to thereplacement or payment of mutilated, defaced, destroyed, lost or stolen Notes.

## Section 2.7     Payment of Principal and Interest andOther Amounts; Principal and Interest Rights Preserved.

### (a)  The Class A-1 Notes shallaccrue interest during each Interest Accrual Period at the Class A-1 Rate.  Interest on each Class A-1 Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass A-1 Note bears to the Aggregate Outstanding Amount of all Class A-1Notes; provided, however, that the payment of interest on theClass A-1 Notes is subordinated to the payment on each Payment Date of certainamounts in accordance with the Priority of Payments.

### (b)  The Class A-2 Notes shallaccrue interest during each Interest Accrual Period at the Class A-2 Rate.  Interest on each Class A-2 Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass A-2 Note bears to the Aggregate Outstanding Amount of all Class A-2Notes; provided, however, that the payment of interest on theClass A-2 Notes is subordinated to the payment on each Payment Date of the interestdue and payable on the Class A-1 Notes (including any Class A-1 DefaultedInterest Amount) and certain other amounts in accordance with the Priority ofPayments.

97

----

### (c)  The Class B Notes shallaccrue interest during each Interest Accrual Period at the Class B Rate.  Interest on each Class B Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of such ClassB Note bears to the Aggregate Outstanding Amount of all Class B Notes; provided,**however, that payment of interest on the Class BNotes is subordinated to the payment on each Payment Date of the interest dueand payable on the Class A-1 Notes and the Class A-2 Notes, (including anyClass A-1 Defaulted Interest Amount and any Class A-2 Defaulted InterestAmount) and certain other amounts in accordance with the Priority of Payments.

### (d)  The Class C Notes shallaccrue interest during each Interest Accrual Period at the Class C Rate.  Interest on each Class C Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass C Note bears to the Aggregate Outstanding Amount of all Class C Notes; provided*,*however, that payment of interest on the Class CNotes is subordinated to the payment on each Payment Date of the interest dueand payable on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes(including any Class A-1 Defaulted Interest Amount, Class A-2 DefaultedInterest Amount and Class B Defaulted Interest Amount) and certain otheramounts in accordance with the Priority of Payments.

For so long as any Class B Notes are Outstanding, any payment ofinterest due on the Class C Notes which is not available to be paid (the “Class C Capitalized Interest”)in accordance with the Priority of Payments on any Payment Date shall not beconsidered “due and payable” for the purpose of Section 5.1(a) hereof(and the failure to pay such Class C Capitalized Interest shall not be an Eventof Default) until the Payment Date on which funds are available to pay all orany portion of such Class C Capitalized Interest in accordance with thePriority of Payments.  On or after suchPayment Date, only such portion of any payment of Class C Capitalized Interestfor which funds are available in accordance with the Priority of Payments shallbe considered “due and payable” and the failure to pay such portion of Class CCapitalized Interest shall be an Event of Default.  Class C Capitalized Interest shall be addedto the principal amount of the Class C Notes, shall bear interest thereafter atthe Class C Rate (to the extent lawful) and shall be payable on the firstPayment Date on which funds are permitted to be used for such purpose inaccordance with the Priority of Payments. On or after the Payment Date on which the Class B Notes are no longerOutstanding, to the extent interest is due (excluding any previously deferredClass C Capitalized Interest) but not paid on the Class C Notes, the failure topay such interest shall constitute an Event of Default hereunder.

### (e)  The Class D Notes shallaccrue interest during each Interest Accrual Period at the Class D Rate.  Interest on each Class D Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass D Note bears to the Aggregate Outstanding Amount of all Class D Notes; provided,**however, that payment of interest on the Class DNotes is subordinated to the payment on each Payment Date of the interest dueand payable on the Class A-1 Notes, the Class A-2 Notes, the Class B Notes andthe Class C Notes (including any Class A-1 Defaulted Interest Amount, Class A-2Defaulted Interest Amount, Class B Defaulted Interest Amount, Class C DefaultedInterest Amount and Class C Capitalized Interest) and certain other amounts inaccordance with the Priority of Payments.

98

----

For so long as any Class C Notes are Outstanding, any payment ofinterest due on the Class D Notes which is not available to be paid (“Class D Capitalized Interest”)in accordance with the Priority of Payments on any Payment Date shall not beconsidered “due and payable” for the purpose of Section 5.1(a) hereof(and the failure to pay such Class D Capitalized Interest shall not be an Eventof Default) until the Payment Date on which funds are available to pay all orany portion of such Class D Capitalized Interest in accordance with the Priorityof Payments.  On or after such PaymentDate, only such portion of any payment of Class D Capitalized Interest forwhich funds are available in accordance with the Priority of Payments shall beconsidered “due and payable” and the failure to pay such portion of Class DCapitalized Interest shall be an Event of Default.  Class D Capitalized Interest shall be addedto the principal amount of the Class D Notes, shall bear interest thereafter atthe Class D Rate (to the extent lawful) and shall be payable on the firstPayment Date on which funds are permitted to be used for such purpose inaccordance with the Priority of Payments. On or after the Payment Date on which the Class C Notes are no longerOutstanding, to the extent interest is due (excluding any previously deferredClass D Capitalized Interest) but not paid on the Class D Notes, the failure topay such interest shall constitute an Event of Default hereunder.

### (f)   The Class E Notes shallaccrue interest during each Interest Accrual Period at the Class E Rate.  Interest on each Class E Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass E Note bears to the Aggregate Outstanding Amount of all Class E Notes; provided*,*however, that payment of interest on the Class ENotes is subordinated to the payment on each Payment Date of the interest dueand payable on the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes and the Class D Notes (including any Class A-1 Defaulted InterestAmount, Class A-2 Defaulted Interest Amount, Class B Defaulted Interest Amount,Class C Defaulted Interest Amount, Class C Capitalized Interest, Class DDefaulted Interest Amount and Class D Capitalized Interest) and certain otheramounts in accordance with the Priority of Payments.

For so long as any Class D Notes are Outstanding, any payment ofinterest due on the Class E Notes which is not available to be paid (the “Class E Capitalized Interest”)in accordance with the Priority of Payments on any Payment Date shall not beconsidered “due and payable” for the purpose of Section 5.1(a) hereof(and the failure to pay such Class E Capitalized Interest shall not be an Eventof Default) until the Payment Date on which funds are available to pay all orany portion of such Class E Capitalized Interest in accordance with thePriority of Payments.  On or after suchPayment Date, only such portion of any payment of Class E Capitalized Interest forwhich funds are available in accordance with the Priority of Payments shall beconsidered “due and payable” and the failure to pay such portion of Class ECapitalized Interest shall be an Event of Default.  Class E Capitalized Interest shall be added tothe principal amount of the Class E Notes, shall bear interest thereafter atthe Class E Rate (to the extent lawful) and shall be payable on the firstPayment Date on which funds are permitted to be used for such purpose inaccordance with the Priority of Payments. On or after the Payment Date on which the Class D Notes are no longerOutstanding, to the extent interest is due (excluding any previously deferredClass E Capitalized Interest) but not paid on the Class E Notes, the failure topay such interest shall constitute an Event of Default hereunder.

99

----

### (g)  The Class F Notes shallaccrue interest during each Interest Accrual Period at the Class F Rate.  Interest on each Class F Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass F Note bears to the Aggregate Outstanding Amount of all Class F Notes; provided,**however, that payment of interest on the Class FNotes is subordinated to the payment on each Payment Date of the interest dueand payable on the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes, the Class D Notes and the Class E Notes (including any Class A-1Defaulted Interest Amount, Class A-2 Defaulted Interest Amount, Class BDefaulted Interest Amount, Class C Defaulted Interest Amount, Class CCapitalized Interest, Class D Defaulted Interest Amount, Class D CapitalizedInterest, Class E Defaulted Interest Amount and Class E Capitalized Interest) andcertain other amounts in accordance with the Priority of Payments.

For so long as any Class E Notes are Outstanding, any payment ofinterest due on the Class F Notes which is not available to be paid (“Class F Capitalized Interest”)in accordance with the Priority of Payments on any Payment Date shall not beconsidered “due and payable” for the purpose of Section 5.1(a) hereof(and the failure to pay such Class F Capitalized Interest shall not be an Eventof Default) until the Payment Date on which funds are available to pay all orany portion of such Class F Capitalized Interest in accordance with thePriority of Payments.  On or after suchPayment Date, only such portion of any payment of Class F Capitalized Interestfor which funds are available in accordance with the Priority of Payments shallbe considered “due and payable” and the failure to pay such portion of Class FCapitalized Interest shall be an Event of Default.  Class F Capitalized Interest shall be addedto the principal amount of the Class F Notes, shall bear interest thereafter atthe Class F Rate (to the extent lawful) and shall be payable on the firstPayment Date on which funds are permitted to be used for such purpose inaccordance with the Priority of Payments. On or after the Payment Date on which the Class E Notes are no longerOutstanding, to the extent interest is due (excluding any previously deferredClass F Capitalized Interest) but not paid on the Class F Notes, the failure topay such interest shall constitute an Event of Default hereunder.

### (h)  The Class G Notes shallaccrue interest during each Interest Accrual Period at the Class G Rate.  Interest on each Class G Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass G Note bears to the Aggregate Outstanding Amount of all Class G Notes; provided,**however, that payment of interest on the Class GNotes is subordinated to the payment on each Payment Date of the interest dueand payable on the Class A-1 Notes, Class A-2 Notes, the Class B Notes, theClass C Notes, the Class D Notes, the Class E Notes and the Class F Notes(including any Class A-1 Defaulted Interest Amount, Class A-2 DefaultedInterest Amount, Class B Defaulted Interest Amount, Class C Defaulted InterestAmount, Class C Capitalized Interest, Class D Defaulted Interest Amount, ClassD Capitalized Interest, Class E Defaulted Interest Amount, Class E CapitalizedInterest, Class F Defaulted Interest Amount and Class F Capitalized Interest)and certain other amounts in accordance with the Priority of Payments.

For so long as any Class F Notes are Outstanding, any payment ofinterest due on the Class G Notes which is not available to be paid (the “Class G Capitalized Interest”)in accordance with the Priority of Payments on any Payment Date shall not beconsidered “due and

100

----

payable” for the purpose of Section 5.1(a)hereof (and the failure to pay such Class G Capitalized Interest shall not bean Event of Default) until the Payment Date on which funds are available to payall or any portion of such Class G Capitalized Interest in accordance with thePriority of Payments.  On or after suchPayment Date, only such portion of any payment of Class G Capitalized Interestfor which funds are available in accordance with the Priority of Payments shallbe considered “due and payable” and the failure to pay such portion of Class GCapitalized Interest shall be an Event of Default.  Class G Capitalized Interest shall be addedto the principal amount of the Class G Notes, shall bear interest thereafter atthe Class G Rate (to the extent lawful) and shall be payable on the firstPayment Date on which funds are permitted to be used for such purpose inaccordance with the Priority of Payments. On or after the Payment Date on which the Class F Notes are no longerOutstanding, to the extent interest is due (excluding any previously deferredClass G Capitalized Interest) but not paid on the Class G Notes, the failure topay such interest shall constitute an Event of Default hereunder.

### (i)       The Class H Notes shallaccrue interest during each Interest Accrual Period at the Class H Rate.  Interest on each Class H Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass H Note bears to the Aggregate Outstanding Amount of all Class H Notes; provided,**however, that payment of interest on the Class HNotes is subordinated to the payment on each Payment Date of the interest dueand payable on the Class A-1 Notes, Class A-2 Notes, the Class B Notes, theClass C Notes, the Class D Notes, the Class E Notes, the Class F Notes and theClass G Notes (including any Class A-1 Defaulted Interest Amount, Class A-2Defaulted Interest Amount, Class B Defaulted Interest Amount, Class C DefaultedInterest Amount, Class C Capitalized Interest, Class D Defaulted InterestAmount, Class D Capitalized Interest, Class E Defaulted Interest Amount, ClassE Capitalized Interest, Class F Defaulted Interest Amount, Class F CapitalizedInterest, Class G Defaulted Interest Amount and Class G Capitalized Interest)and certain other amounts in accordance with the Priority of Payments.

For so long as any ClassG Notes are Outstanding, any payment of interest due on the Class H Notes whichis not available to be paid (“ClassH Capitalized Interest”) in accordance with the Priority ofPayments on any Payment Date shall not be considered “due and payable” for thepurpose of Section 5.1(a) hereof (and the failure to pay such Class HCapitalized Interest shall not be an Event of Default) until the Payment Dateon which funds are available to pay all or any portion of such Class HCapitalized Interest in accordance with the Priority of Payments.  On or after such Payment Date, only such portionof any payment of Class H Capitalized Interest for which funds are available inaccordance with the Priority of Payments shall be considered “due and payable”and the failure to pay such portion of Class H Capitalized Interest shall be anEvent of Default.  Class H CapitalizedInterest shall be added to the principal amount of the Class H Notes, shallbear interest thereafter at the Class H Rate (to the extent lawful) and shallbe payable on the first Payment Date on which funds are permitted to be usedfor such purpose in accordance with the Priority of Payments.  On or after the Payment Date on which theClass G Notes are no longer Outstanding, to the extent interest is due(excluding any previously deferred Class H Capitalized Interest) but not paidon the Class H Notes, the failure to pay such interest shall constitute anEvent of Default hereunder.

101

----

### (j)       The Class J Notes shallaccrue interest during each Interest Accrual Period at the Class J Rate.  Interest on each Class J Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass J Note bears to the Aggregate Outstanding Amount of all Class J Notes; provided,however, that payment of interest on the Class J Notes is subordinatedto the payment on each Payment Date of the interest due and payable on theClass A-1 Notes, Class A-2 Notes, the Class B Notes, the Class C Notes, theClass D Notes, the Class E Notes, the Class F Notes, the Class G Notes and theClass H Notes (including any Class A-1 Defaulted Interest, Class A-2 DefaultedInterest Amount, Class B Defaulted Interest Amount, Class C Defaulted InterestAmount, Class C Capitalized Interest, Class D Defaulted Interest Amount, ClassD Capitalized Interest, Class E Defaulted Interest Amount, Class E CapitalizedInterest, Class F Defaulted Interest Amount, Class F Capitalized Interest,Class G Defaulted Interest Amount, Class G Capitalized Interest, Class HDefaulted Interest Amount and Class H Capitalized Interest) and certain otheramounts in accordance with the Priority of Payments.

For so long as any ClassH Notes are Outstanding, any payment of interest due on the Class J Notes whichis not available to be paid (“Class J Capitalized Interest”) inaccordance with the Priority of Payments on any Payment Date shall not beconsidered “due and payable” for the purpose of Section 5.1(a) hereof(and the failure to pay such Class J Capitalized Interest shall not be an Eventof Default) until the Payment Date on which funds are available to pay all orany portion of such Class J Capitalized Interest in accordance with thePriority of Payments.  On or after suchPayment Date, only such portion of any payment of Class J Capitalized Interestfor which funds are available in accordance with the Priority of Payments shallbe considered “due and payable” and the failure to pay such portion of Class JCapitalized Interest shall be an Event of Default.  Class J Capitalized Interest shall be addedto the principal amount of the Class J Notes, shall bear interest thereafter atthe Class J Rate (to the extent lawful) and shall be payable on the firstPayment Date on which funds are permitted to be used for such purpose inaccordance with the Priority of Payments. On or after the Payment Date on which the Class H Notes are no longerOutstanding, to the extent interest is due (excluding any previously deferredClass J Capitalized Interest) but not paid on the Class J Notes, the failure topay such interest shall constitute an Event of Default hereunder.

### (k)      The Class K Notes shallaccrue interest during each Interest Accrual Period at the Class K Rate.  Interest on each Class K Note shall be dueand payable on each Payment Date immediately following the related InterestAccrual Period in the proportion that the outstanding principal amount of suchClass K Note bears to the Aggregate Outstanding Amount of all Class K Notes; provided,however, that payment of interest on the Class K Notes is subordinatedto the payment on each Payment Date of the interest due and payable on theClass A-1 Notes, Class A-2 Notes, the Class B Notes, the Class C Notes, theClass D Notes, the Class E Notes, the Class F Notes, the Class G Notes, theClass H Notes and the Class J Notes (including any Class A-1 Defaulted InterestAmount, Class A-2 Defaulted Interest Amount, Class B Defaulted Interest Amount,Class C Defaulted Interest Amount, Class C Capitalized Interest, Class DDefaulted Interest Amount, Class D Capitalized Interest, Class E DefaultedInterest Amount, Class E Capitalized Interest, Class F Defaulted InterestAmount, Class F Capitalized Interest, Class G Defaulted Interest Amount, ClassG Capitalized Interest, Class H Defaulted Interest Amount, Class H CapitalizedInterest, Class J Defaulted

102

----

### Interest Amount and Class J Capitalized Interest) and certain otheramounts in accordance with the Priority of Payments.

For so long as any ClassJ Notes are Outstanding, any payment of interest due on the Class K Notes whichis not available to be paid (“ClassK Capitalized Interest”) in accordance with the Priority ofPayments on any Payment Date shall not be considered “due and payable” for thepurpose of Section 5.1(a) hereof (and the failure to pay such Class KCapitalized Interest shall not be an Event of Default) until the Payment Dateon which funds are available to pay all or any portion of such Class KCapitalized Interest in accordance with the Priority of Payments.  On or after such Payment Date, only suchportion of any payment of Class K Capitalized Interest for which funds areavailable in accordance with the Priority of Payments shall be considered “dueand payable” and the failure to pay such portion of Class K CapitalizedInterest shall be an Event of Default. Class K Capitalized Interest shall be added to the principal amount ofthe Class K Notes, shall bear interest thereafter at the Class K Rate (to theextent lawful) and shall be payable on the first Payment Date on which fundsare permitted to be used for such purpose in accordance with the Priority ofPayments.  On or after the Payment Dateon which the Class J Notes are no longer Outstanding, to the extent interest isdue (excluding any previously deferred Class K Capitalized Interest) but notpaid on the Class K Notes, the failure to pay such interest shall constitute anEvent of Default hereunder.

### (l)       Upon any OptionalRedemption, Tax Redemption, Auction Call Redemption or Clean-up Call, all netproceeds from such liquidation and all available Cash (other than the Issuer’sright, title and interest in the Excepted Assets), after the payment of (x) theRedemption Prices of the Notes and (y) the amounts and the expenses referred toin clauses (1) through (33) of Section 11.1(a)(i) and clauses (1)through (16) of Section 11.1(a)(ii) will be distributed by Trustee tothe Preferred Shares Paying Agent for distribution to the holders of thePreferred Shares in accordance with the Preferred Shares Paying AgencyAgreement, whereupon the Preferred Shares will be cancelled and deemed paid infull for all purposes.

### (m)     Interest shall cease toaccrue on each Class of Notes, or in the case of a partial repayment, on suchpart, from the date of repayment or Stated Maturity unless payment of principalis improperly withheld or unless a Default has occurred with respect to suchpayments of principal.

### (n)      The principal of eachClass of Notes matures at par and is due and payable on the Stated Maturity,unless the unpaid principal of such Class of Notes becomes due and payable atan earlier date by declaration of acceleration, call for redemption orotherwise; provided,**however,that the payment of principal of the Class A-2 Notes (other than payment ofprincipal pursuant to Section 9.6 or Section 9.7) may only occurafter the principal of the Class A-1 Notes has been paid in full and issubordinated to the payment on each Payment Date of the principal and interestdue and payable on the Class A-1 Notes and other amounts in accordancewith the Priority of Payments and any payment of principal of the Class A-2Notes which is not paid in accordance with the Priority of Payments, on anyPayment Date, shall not be considered “due and payable” solely for purposes of Section5.1(b) until the Payment Date on which such principal may be paid inaccordance with the Priority of Payments or all of the Class A-1 Noteshave been paid in full; provided,**further,**that the 

103

----

### payment of principal of the Class B Notes (other than payment ofprincipal pursuant to Section 9.6 or Section 9.7) may only occurafter the principal of the Class A-1 Notes and the Class A-2 Notes has beenpaid in full and is subordinated to the payment on each Payment Date of theprincipal and interest due and payable on the Class A-1 Notes and the Class A-2Notes, and other amounts in accordance with the Priority of Payments and anypayment of principal of the Class B Notes which is not paid, in accordance withthe Priority of Payments, on any Payment Date, shall not be considered “due andpayable” solely for purposes of Section 5.1(b) until the Payment Date onwhich such principal may be paid in accordance with the Priority of Payments orall of the Class A-1 Notes and Class A-2 Notes have been paid in full; provided,**further, that the payment of principal of the ClassC Notes (other than payment of the amounts constituting Class C CapitalizedInterest, notwithstanding that such Class C Capitalized Interest may be deemedto constitute additions to principal, and other than the payment of principalpursuant to Section 9.6 or Section 9.7) may only occur after theprincipal of the Class A-1 Notes, the Class A-2 Notes and the Class B Notes hasbeen paid in full and is subordinated to the payment on each Payment Date ofthe principal and interest due and payable on the Class A-1 Notes, the ClassA-2 Notes, the Class B Notes, and other amounts in accordance with the Priorityof Payments and any payment of principal of the Class C Notes which is notpaid, in accordance with the Priority of Payments, on any Payment Date, shallnot be considered “due and payable” solely for purposes of Section 5.1(b)until the Payment Date on which such principal may be paid in accordance withthe Priority of Payments or all of the Class A-1 Notes, the Class A-2 Notes andthe Class B Notes have been paid in full; provided,**further,that the payment of principal of the Class D Notes (other than payment of theamounts constituting Class D Capitalized Interest, notwithstanding that suchClass D Capitalized Interest may be deemed to constitute additions toprincipal, and other than the payment of principal pursuant to Section 9.6or Section 9.7) may only occur after the principal of the Class A-1Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes has beenpaid in full and is subordinated to the payment on each Payment Date of theprincipal and interest due and payable on the Class A-1 Notes, the Class A-2Notes, the Class B Notes, the Class C Notes, and other amounts in accordancewith the Priority of Payments and any payment of principal of the Class D Noteswhich is not paid, in accordance with the Priority of Payments, on any PaymentDate, shall not be considered “due and payable” solely for purposes of Section5.1(b) until the Payment Date on which such principal may be paid inaccordance with the Priority of Payments or all of the Class A Notes, the ClassB Notes and the Class C Notes have been paid in full; provided,**further, that the payment of principal of the ClassE Notes (other than payment of the amounts constituting Class E CapitalizedInterest, notwithstanding that such Class E Capitalized Interest may be deemedto constitute additions to principal, and other than the payment of principalpursuant to Section 9.6 or Section 9.7) may only occur after theprincipal of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes and the Class D Notes has been paid in full and is subordinatedto the payment on each Payment Date of the principal and interest due andpayable on the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes, the Class D Notes, and other amounts in accordance with thePriority of Payments and any payment of principal of the Class E Notes which isnot paid, in accordance with the Priority of Payments, on any Payment Date,shall not be considered “due and payable” solely for purposes of Section5.1(b) until the Payment Date on which such principal may be paid inaccordance with the Priority of Payments or all of the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes and the Class D 

104

----

### Notes have been paid in full; provided,**further,that the payment of principal of the Class F Notes (other than payment of theamounts constituting Class F Capitalized Interest, notwithstanding that suchClass F Capitalized Interest may be deemed to constitute additions toprincipal, and other than the payment of principal pursuant to Section 9.6or Section 9.7) may only occur after the principal of the Class A-1Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class DNotes and the Class E Notes has been paid in full and is subordinated to thepayment on each Payment Date of the principal and interest due and payable onthe Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes,the Class D Notes, the Class E Notes, and other amounts in accordance with thePriority of Payments and any payment of principal of the Class F Notes which isnot paid, in accordance with the Priority of Payments, on any Payment Date,shall not be considered “due and payable” solely for purposes of Section 5.1(b)until the Payment Date on which such principal may be paid in accordance withthe Priority of Payments or all of the Class A-1 Notes, the Class A-2 Notes,the Class B Notes, the Class C Notes, the Class D Notes and the Class E Noteshave been paid in full; provided,**further,that the payment of principal of the Class G Notes (other than payment of theamounts constituting Class G Capitalized Interest, notwithstanding that suchClass G Capitalized Interest may be deemed to constitute additions to principal,and other than the payment of principal pursuant to Section 9.6 or Section9.7) may only occur after the principal of the Class A-1 Notes, the ClassA-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes and the Class F Notes has been paid in full and is subordinated to thepayment on each Payment Date of the principal and interest due and payable onthe Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes,the Class D Notes, the Class E Notes, the Class F Notes, and other amounts inaccordance with the Priority of Payments and any payment of principal of theClass G Notes which is not paid, in accordance with the Priority of Payments,on any Payment Date, shall not be considered “due and payable” solely forpurposes of Section 5.1(b) until the Payment Date on which suchprincipal may be paid in accordance with the Priority of Payments or all of theClass A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, theClass D Notes, the Class E Notes and the Class F Notes have been paid in full; provided,**further, that the payment of principal of the ClassH Notes (other than payment of the amounts constituting Class H CapitalizedInterest, notwithstanding that such Class H Capitalized Interest may be deemedto constitute additions to principal, and other than the payment of principalpursuant to Section 9.6 or Section 9.7) may only occur after theprincipal of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes, the Class D Notes, the Class E Notes, the Class F Notes and theClass G Notes has been paid in full and is subordinated to the payment on eachPayment Date of the principal and interest due and payable on the Class A-1Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class DNotes, the Class E Notes, the Class F Notes, the Class G Notes and otheramounts in accordance with the Priority of Payments and any payment ofprincipal of the Class H Notes which is not paid, in accordance with the Priorityof Payments, on any Payment Date, shall not be considered “due and payable”solely for purposes of Section 5.1(b) until the Payment Date on whichsuch principal may be paid in accordance with the Priority of Payments or allof the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class CNotes, the Class D Notes, the Class E Notes, the Class F Notes and the Class GNotes have been paid in full; provided,**further,that the payment of principal of the Class J Notes (other than payment of theamounts constituting Class J Capitalized Interest, notwithstanding that suchClass J Capitalized Interest 

105

----

### may be deemed to constitute additions to principal, and other than thepayment of principal pursuant to Section 9.6 or Section 9.7) mayonly occur after the principal of the Class A-1 Notes, the Class A-2 Notes, theClass B Notes, the Class C Notes, the Class D Notes, the Class E Notes, theClass F Notes, the Class G Notes and the Class H Notes has been paid in fulland is subordinated to the payment on each Payment Date of the principal andinterest due and payable on the Class A-1 Notes, the Class A-2 Notes, the ClassB Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes, the Class H Notes, and other amounts in accordancewith the Priority of Payments and any payment of principal of the Class H Noteswhich is not paid, in accordance with the Priority of Payments, on any PaymentDate, shall not be considered “due and payable” solely for purposes of Section5.1(b) until the Payment Date on which such principal may be paid inaccordance with the Priority of Payments or all of the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, theClass E Notes, the Class F Notes, the Class G Notes and the Class H Notes havebeen paid in full; provided,**further,that the payment of principal of the Class K Notes (other than payment of theamounts constituting Class K Capitalized Interest, notwithstanding that suchClass K Capitalized Interest may be deemed to constitute additions toprincipal, and other than the payment of principal pursuant to Section 9.6or Section 9.7) may only occur after the principal of the Class A-1Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class DNotes, the Class E Notes, the Class F Notes, the Class G Notes, the Class HNotes and the Class J Notes has been paid in full and is subordinated to thepayment on each Payment Date of the principal and interest due and payable on theClass A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, theClass D Notes, the Class E Notes, the Class F Notes, the Class G Notes, theClass H Notes, the Class J Notes, and other amounts in accordance with thePriority of Payments and any payment of principal of the Class H Notes which isnot paid, in accordance with the Priority of Payments, on any Payment Date,shall not be considered “due and payable” solely for purposes of Section5.1(b) until the Payment Date on which such principal may be paid inaccordance with the Priority of Payments or all of the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, theClass E Notes, the Class F Notes, the Class G Notes, the Class H Notes and theClass J Notes have been paid in full.

### (o)      As a condition to thepayment of principal of and interest on any Note without the imposition of U.S.withholding tax, the Issuer shall require certification acceptable to it toenable the Issuer, the Co-Issuer, the Trustee, the Preferred Shares PayingAgent and the Paying Agent to determine their duties and liabilities withrespect to any taxes or other charges that they may be required to deduct orwithhold from payments in respect of such Security under any present or futurelaw or regulation of the United States or any present or future law orregulation of any political subdivision thereof or taxing authority therein orto comply with any reporting or other requirements under any such law orregulation.

### (p)      Payments in respect ofinterest on and principal of the Notes shall be payable by wire transfer inimmediately available funds to a Dollar account maintained by the Holder or itsnominee; provided that the Holder has provided wiring instructions tothe Trustee on or before the related Record Date or, if wire transfer cannot beeffected, by a Dollar check drawn on a bank in the United States, or by aDollar check mailed to the Holder at its address in the Notes Register.  The Issuer expects that the Depository or itsnominee, upon receipt of any payment of principal or interest in respect of aGlobal Security held by the Depository or

106

----

### its nominee, shall immediately credit the applicable Agent Members’accounts with payments in amounts proportionate to the respective beneficialinterests in such Global Security as shown on the records of the Depository orits nominee.  The Issuer also expectsthat payments by Agent Members to owners of beneficial interests in such GlobalSecurity held through Agent Members will be governed by standing instructionsand customary practices, as is now the case with securities held for theaccounts of customers registered in the names of nominees for suchcustomers.  Such payments will be theresponsibility of the Agent Members. Upon final payment due on the Maturity of a Note, the Holder thereofshall present and surrender such Note at the Corporate Trust Office of theTrustee or at the office of the Paying Agent (outside of the United States ifthen required by applicable law in the case of a Certificated Note issued inexchange for a beneficial interest in the Regulation S Global Security) on orprior to such Maturity.  None of theIssuer, the Co-Issuer, the Trustee or the Paying Agent will have anyresponsibility or liability with respect to any records maintained by theHolder of any Note with respect to the beneficial holders thereof or paymentsmade thereby on account of beneficial interests held therein.  In the case where any final payment of principaland interest is to be made on any Note (other than on the Stated Maturitythereof) the Issuer or, upon Issuer Request, the Trustee, in the name and atthe expense of the Issuer shall, not more than thirty (30) norfewer than five Business Days prior to the date on which such payment is to bemade, mail to the Persons entitled thereto at their addresses appearing on theNotes Register, a notice which shall state the date on which such payment willbe made and the amount of such payment per U.S.$500,000 initial principalamount of Notes and shall specify the place where such Notes may be presentedand surrendered for such payment.

### (q)      Subject to the provisionsof Sections 2.7(a) through (l) hereof, Holders of Notes as of theRecord Date in respect of a Payment Date shall be entitled to the interestaccrued and payable in accordance with the Priority of Payments and principalpayable in accordance with the Priority of Payments on such Payment Date.  All such payments that are mailed or wiredand returned to the Paying Agent shall be held for payment as herein providedat the office or agency of the Issuer and the Co-Issuer to be maintained asprovided in Section 7.2 (or returned to the Trustee).

### (r)       Interest on any Notewhich is payable, and is punctually paid or duly provided for, on any PaymentDate shall be paid to the Person in whose name that Note (or one or morepredecessor Notes) is registered at the close of business on the Record Datefor such interest.

### (s)      Payments of principal toHolders of the Notes of each Class shall be made in the proportion that theAggregate Outstanding Amount of the Notes of such Class registered in the nameof each such Holder on such Record Date bears to the Aggregate OutstandingAmount of all Notes of such Class on such Record Date.

### (t)       Interest accrued withrespect to the Notes shall be calculated as described in the applicable form ofNote attached hereto.

### (u)      All reductions in theprincipal amount of a Note (or one or more predecessor Notes) effected bypayments of installments of principal made on any Payment Date, Redemption Dateor upon Maturity shall be binding upon all future Holders of such 

107

----

### Note and of any Note issued upon the registration of transfer thereofor in exchange therefor or in lieu thereof, whether or not such payment isnoted on such Note.

### (v)      Notwithstanding anythingcontained in this Indenture to the contrary, the obligations of the Issuer andthe Co-Issuer under the Notes and this Indenture are non-recourse obligationsof the Issuer and the Co-Issuer payable solely from the Assets and followingrealization of the Assets, the obligations of the Co-Issuers and any claims ofthe Noteholders, the Trustee, any other Secured Party or any third partybeneficiary of this Indenture shall be extinguished.  No recourse shall be had for the payment ofany amount owing in respect of the Notes against any Officer, director,employee, shareholder, limited partner or incorporator of the Issuer, theCo-Issuer or any of their respective successors or assigns for any amountspayable under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph shallnot (i) prevent recourse to the Assets for the sums due or to become due underany security, instrument or agreement which is part of the Assets or (ii)constitute a waiver, release or discharge of any indebtedness or obligationevidenced by the Notes or secured by this Indenture (to the extent it relatesto the obligation to make payments on the Notes) until such Assets have beenrealized, whereupon any outstanding indebtedness or obligation in respect ofthe Notes shall be extinguished.  It isfurther understood that the foregoing provisions of this paragraph shall notlimit the right of any Person to name the Issuer or the Co-Issuer as a partydefendant in any Proceeding or in the exercise of any other remedy under theNotes or this Indenture, so long as no judgment in the nature of a deficiencyjudgment or seeking personal liability shall be asked for or (if obtained)enforced against any such Person or entity.

### (w)     Subject to the foregoingprovisions of this Section 2.7, each Note delivered under this Indentureand upon registration of transfer of or in exchange for or in lieu of any otherNote shall carry the rights of unpaid interest and principal that were carriedby such other Note.

### (x)      Notwithstanding any ofthe foregoing provisions with respect to payments of principal of and intereston the Notes (but subject to Section 2.7(l)), if the Notes have becomeor been declared due and payable following an Event of Default and suchacceleration of Maturity and its consequences have not been rescinded andannulled and the provisions of Section 5.5 are not applicable, thenpayments of principal of and interest on such Notes shall be made in accordancewith Section 5.7 hereof.

### (y)      Payments in respect ofthe Preferred Shares as contemplated by Sections 11.1(a)(i)(34) and 11.1(a)(ii)(17)shall be made by the Trustee to the Preferred Shares Paying Agent.

## Section 2.8             Persons Deemed Owners.

The Issuer, theCo-Issuer, the Trustee, and any agent of the Issuer, the Co-Issuer or theTrustee may treat as the owner of a Note the Person in whose name such Note isregistered on the Notes Register on the applicable Record Date for the purposeof receiving payments of principal of and interest and other amounts on suchNote and on any other date for all other purposes whatsoever (whether or notsuch Note is overdue), and none of the Issuer, the Co-Issuer or the Trustee norany agent of the Issuer, the Co-Issuer 

108

----

or the Trustee shall be affected by notice to the contrary; provided,**however, that the Depository, or its nominee, shallbe deemed the owner of the Global Securities, and owners of beneficialinterests in Global Securities will not be considered the owners of any Notesfor the purpose of receiving notices. With respect to the Preferred Shares, on any Payment Date, the Trusteeshall deliver to the Preferred Shares Paying Agent the distributions thereonfor distribution to the Preferred Shareholders.

 

## Section 2.9             Cancellation.

All Notes surrendered forpayment, registration of transfer, exchange or redemption, or deemed lost orstolen, shall, if surrendered to any Person other than the Trustee, bedelivered to the Trustee, and shall be promptly canceled by the Trustee and maynot be reissued or resold.  No Notesshall be authenticated in lieu of or in exchange for any Notes canceled asprovided in this Section 2.9, except as expressly permitted by thisIndenture.  All canceled Notes held bythe Trustee shall be destroyed or held by the Trustee in accordance with itsstandard retention policy unless the Issuer and the Co-Issuer shall direct byan Issuer Order that they be returned to them.

## Section 2.10           Global Securities; Temporary Notes.

### (a)      In the event that theDepository notifies the Issuer and the Co-Issuer that it is unwilling or unableto continue as Depository for a Global Security or if at any time suchDepository ceases to be a “Clearing Agency” registered under the Exchange Actand a successor depository is not appointed by the Issuer within ninety (90)days of such notice, the Global Securities deposited with the Depositorypursuant to Section 2.2 hereof shall be transferred to the beneficialowners thereof subject to the procedures and conditions set forth in this Section2.10.

### (b)      Any Global Security thatis transferable to the beneficial owners thereof pursuant to Section 2.10(a)above shall be surrendered by the Depository to the Trustee’s Corporate TrustOffice together with necessary instruction for the registration and delivery ofClass A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes,Class E Notes, Class F Notes, Class G Notes and Class H Notes in definitiveregistered form without interest coupons to the beneficial owners (or suchowner’s nominee) holding the ownership interests in such Global Security.  Any such transfer shall be made, withoutcharge, and the Trustee shall authenticate and deliver, upon such transfer ofeach portion of such Global Security, an equal aggregate principal amount ofCertificated Notes of the same Class and authorized denominations.  Any Certificated Notes delivered in exchangefor an interest in a Global Security shall, except as otherwise provided by Section2.5(f), bear the applicable legend set forth in Exhibit A or B,as applicable, and shall be subject to the transfer restrictions referred to insuch applicable legend.  The Holder ofeach such registered individual Global Security may transfer such GlobalSecurity by surrendering it at the Corporate Trust Office of the Trustee, or atthe office of the Paying Agent or Irish Paying Agent.

### (c)      Subject to the provisionsof Section 2.10(b) above, the registered Holder of a Global Security maygrant proxies and otherwise authorize any Person, including Agent 

109

----

### Members and Persons that may hold interests through Agent Members, totake any action which a Holder is entitled to take under this Indenture or theNotes.

### (d)      In the event of theoccurrence of either of the events specified in *Section 2.10(a)*above, the Issuer and the Co-Issuer shall promptly make available to theTrustee a reasonable supply of Certificated Notes.

Pending the preparationof Certificated Notes pursuant to this Section 2.10, the Issuer and theCo-Issuer may execute and, upon Issuer Order, the Trustee shall authenticateand deliver, temporary Class A-1 Notes, Class A-2 Notes, Class B Notes, Class CNotes, Class D Notes, Class E Notes, Class F Notes Class G Notes or Class HNotes that are printed, lithographed, typewritten, mimeographed or otherwisereproduced, in any authorized denomination, substantially of the tenor of theCertificated Notes in lieu of which they are issued and with such appropriateinsertions, omissions, substitutions and other variations as the Officersexecuting such Certificated Notes may determine, as conclusively evidenced bytheir execution of such Certificated Notes.

If temporary CertificatedNotes are issued, the Issuer and the Co-Issuer shall cause permanentCertificated Notes to be prepared without unreasonable delay.  The Certificated Notes shall be printed,lithographed, typewritten or otherwise reproduced, or provided by anycombination thereof, or in any other manner permitted by the rules andregulations of any applicable notes exchange, all as determined by the Officersexecuting such Certificated Notes.  Afterthe preparation of Certificated Notes, the temporary Notes shall beexchangeable for Certificated Notes upon surrender of the applicable temporaryClass A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes,Class E Notes, Class F Notes, Class G Notes or Class H Notes at the office oragency maintained by the Issuer and the Co-Issuer for such purpose, withoutcharge to the Holder.  Upon surrender forcancellation of any one or more temporary Class A-1 Notes, Class A-2 Notes,Class B Notes, Class C Notes, Class D Notes, Class E Notes, Class F Notes,Class G Notes or Class H Notes, the Issuer and the Co-Issuer shall execute, andthe Trustee shall authenticate and deliver, in exchange therefor the same aggregateprincipal amount of Certificated Notes of authorized denominations.  Until so exchanged, the temporary Class A-1Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes, Class ENotes, Class F Notes, Class G Notes or Class H Notes shall in all respects beentitled to the same benefits under this Indenture as Certificated Notes.

## Section 2.11           U.S. Tax Treatment of Notes.

### (a)      Each of the Issuer andthe Co-Issuer intends that, for U.S. federal income tax purposes, the SeniorNotes be treated as debt.  Eachprospective purchaser and any subsequent transferee of a Senior Note or anyinterest therein shall, by virtue of its purchase or other acquisition of suchSenior Note or interest therein, be deemed to have agreed to treat such SeniorNote as debt for U.S. federal income tax purposes.

### (b)      [Reserved]

### (c)      [Reserved]

110

----

### (d)      Each Holder of Notesshall timely furnish to the Issuer, the Co-Issuer or its agents any U.S.federal income tax form or certification (such as IRS Form W-8BEN(Certification of Foreign Status of Beneficial Owner) (with Part III marked),IRS Form W-8IMY (Certification of Foreign Intermediary Status), IRS Form W-9(Request for Taxpayer Identification Number and Certification), or IRS FormW-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholdingon Income Effectively Connected with Conduct of a U.S. Trade or Business) orany successors to such IRS forms that the Issuer, the Co-Issuer or its agentsmay reasonably request and shall update or replace such forms or certificationin accordance with its terms or its subsequent amendments.

## Section 2.12           Authenticating Agents.

Upon the request of theIssuer and the Co-Issuer, the Trustee shall, and if the Trustee so chooses theTrustee may, pursuant to this Indenture, appoint one or more AuthenticatingAgents with power to act on its behalf and subject to its direction in theauthentication of Notes in connection with issuance, transfers and exchangesunder Sections 2.4, 2.5, 2.6 and 8.5 hereof, as fully toall intents and purposes as though each such Authenticating Agent had beenexpressly authorized by such Sections to authenticate such Notes.  For all purposes of this Indenture, theauthentication of Notes by an Authenticating Agent pursuant to this Section2.12 shall be deemed to be the authentication of Notes by the Trustee.

Any corporation orbanking association into which any Authenticating Agent may be merged orconverted or with which it may be consolidated, or any corporation or bankingassociation resulting from any merger, consolidation or conversion to which anyAuthenticating Agent shall be a party, or any corporation succeeding to thecorporate trust business of any Authenticating Agent, shall be the successor ofsuch Authenticating Agent hereunder, without the execution or filing of anyfurther act on the part of the parties hereto or such Authenticating Agent orsuch successor corporation.  AnyAuthenticating Agent may at any time resign by giving written notice of resignationto the Trustee, the Issuer and the Co-Issuer. The Trustee may at any time terminate the agency of any AuthenticatingAgent by giving written notice of termination to such Authenticating Agent, theIssuer and the Co-Issuer.  Upon receivingsuch notice of resignation or upon such a termination, the Trustee shallpromptly appoint a successor Authenticating Agent and shall give written noticeof such appointment to the Issuer.

The Trustee agrees to payto each Authenticating Agent appointed by it from time to time reasonablecompensation for its services, and reimbursement for its reasonable expensesrelating thereto and the Trustee shall be entitled to be reimbursed for suchpayments, subject to Section 6.7 hereof. The provisions of Sections 2.9, 6.4 and 6.5 hereofshall be applicable to any Authenticating Agent.

## Section 2.13           Forced Sale on Failure to Complywith Restrictions.

### (a)      Notwithstanding anythingto the contrary elsewhere in this Indenture, any transfer of a Note or interesttherein to a U.S. Person who is determined not to have been both a QIB (exceptin the case of QRS II Corp.) and a Qualified Purchaser at the time ofacquisition of the Note or interest therein shall be null and void and any suchproposed transfer of which 

111

----

### the Issuer, the Co-Issuer or the Trustee shall have notice may bedisregarded by the Issuer, the Co-Issuer and the Trustee for all purposes.

### (b)      If the Issuer determinesthat any Holder of a Note has not satisfied the applicable requirementdescribed in Section 2.13(a) above (any such person a “Non-Permitted Holder”),then the Issuer shall promptly after discovery that such Person is aNon-Permitted Holder by the Issuer, the Co-Issuer or the Trustee (and notice bythe Trustee or the Co-Issuer to the Issuer, if either of them makes thediscovery), send notice to such Non-Permitted Holder demanding that suchNon-Permitted Holder transfer its interest to a Person that is not aNon-Permitted Holder within thirty (30) daysof the date of such notice.  If suchNon-Permitted Holder fails to so transfer its Note or interest therein, theIssuer shall have the right, without further notice to the Non-PermittedHolder, to sell such Note or interest therein to a purchaser selected by theIssuer that is not a Non-Permitted Holder on such terms as the Issuer maychoose.  The Issuer, or the Trusteeacting on behalf of the Issuer, may select the purchaser by soliciting one ormore bids from one or more brokers or other market professionals that regularlydeal in securities similar to the Note, and selling such Note to the highest suchbidder.  However, the Issuer or theTrustee may select a purchaser by any other means determined by it in its solediscretion.  The Holder of such Note, theNon-Permitted Holder and each other Person in the chain of title from theHolder to the Non-Permitted Holder, by its acceptance of an interest in theNote, agrees to cooperate with the Issuer and the Trustee to effect suchtransfers.  The proceeds of such sale,net of any commissions, expenses and taxes due in connection with such saleshall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this Section 2.13(b)shall be determined in the sole discretion of the Issuer, and the Issuer shallnot be liable to any Person having an interest in the Note sold as a result ofany such sale of exercise of such discretion.

112

----

# **ARTICLE 3**

# **CONDITIONSPRECEDENT; PLEDGED OBLIGATIONS**

## Section 3.1             General Provisions.

The Notes to be issued onthe Closing Date shall be executed by the Issuer and the Co-Issuer uponcompliance with Section 3.2 and shall be delivered to the Trustee forauthentication and thereupon the same shall be authenticated and delivered bythe Trustee upon Issuer Request and upon receipt by the Trustee of the itemsdescribed below:

### (a)      an Officer’s Certificateof the Issuer (i) evidencing the authorization by Board Resolution of theexecution and delivery of this Indenture, the Collateral Management Agreement,each Hedge Agreement and related documents, the execution, authentication anddelivery of the Notes and specifying the Stated Maturity of each Class ofNotes, the principal amount of each Class of Notes and the applicable NoteInterest Rate of each Class of Notes to be authenticated and delivered, and(ii) certifying that (A) the attached copy of the Board Resolution is a trueand complete copy thereof, (B) such resolutions have not been rescinded and arein full force and effect on and as of the Closing Date, (C) the Directorsauthorized to execute and deliver such documents hold the offices and have thesignatures indicated thereon and (4) at least U.S.$57,500,000 of proceeds onaccount of the sale on the Closing Date of the Preferred Shares shall have beenreceived;

### (b)      an Officer’s Certificateof the Co-Issuer (i) evidencing the authorization by Board Resolution of theexecution and delivery of this Indenture and related documents, the execution,authentication and delivery of the Notes and specifying the Stated Maturity ofeach Class of Notes, the principal amount of each Class of Notes and theapplicable Note Interest Rate of each Class of Notes to be authenticated anddelivered, and (ii) certifying that (A) the attached copy of the BoardResolution is a true and complete copy thereof, (B) such resolutions have notbeen rescinded and are in full force and effect on and as of the Closing Dateand (C) the Officers authorized to execute and deliver such documents hold theoffices and have the signatures indicated thereon;

### (c)      (i) either (A)certificates of the Issuer or other official document evidencing the dueauthorization, approval or consent of any governmental body or bodies, at thetime having jurisdiction in the premises, together with an Opinion of Counselof the Issuer that no other authorization, approval or consent of anygovernmental body is required for the valid issuance of such Notes, or (B) anOpinion of Counsel of the Issuer reasonably satisfactory in form and substanceto the Trustee that no such authorization, approval or consent of anygovernmental body is required for the valid issuance of such Notes except asmay have been given; and

#### (ii)      either (A) certificatesof the Co-Issuer or other official document evidencing the due authorization,approval or consent of any governmental body or bodies, at the time havingjurisdiction in the premises, together with an Opinion of 

113

----

#### Counsel of theCo-Issuer that no other authorization, approval or consent of any governmentalbody is required for the valid issuance of such Notes, or (B) an Opinion ofCounsel of the Co-Issuer reasonably satisfactory in form and substance to theTrustee that no such authorization, approval or consent of any governmentalbody is required for the valid issuance of such Notes except as may have beengiven;

### (d)      opinions of Cadwalader,Wickersham & Taft LLP, special U.S. counsel to the Issuer, the Co-Issuerand the Collateral Manager (which opinions may be limited to the laws of theState of New York and the federal law of the United States and may assume,among other things, the correctness of the representations and warranties madeor deemed made by the owners of Notes pursuant to Sections 2.5(g) and (i))dated the Closing Date in a form satisfactory to the Initial Purchasers and theTrustee;

### (e)      an opinion of Maples andCalder, Cayman Islands counsel to the Issuer (which opinion shall be limited tothe laws of the Cayman Islands), dated the Closing Date in a form satisfactoryto the Initial Purchasers and the Trustee;

### (f)       an opinion of counsel toeach Hedge Counterparty, dated the Closing Date in a form satisfactory to theInitial Purchasers and the Trustee;

### (g)      opinions of CliffordChance, (i) special tax counsel to Gramercy Investment regarding itsqualification and taxation as a REIT, substantially in the form of Exhibit Kattached hereto, (ii) special counsel to Gramercy Investment, as the Seller,dated the Closing Date, and (iii) special counsel to the Advancing Agent, datedthe Closing Date in a form satisfactory to the Initial Purchasers and theTrustee;

### (h)      an Officer’s Certificate,given on behalf of the Issuer and without personal liability, stating that theIssuer is not in Default under this Indenture and that the issuance of theNotes will not result in a breach of any of the terms, conditions or provisionsof, or constitute a Default under, the Governing Documents of the Issuer, anyindenture or other agreement or instrument to which the Issuer is a party or bywhich it is bound, or any order of any court or administrative agency enteredin any Proceeding to which the Issuer is a party or by which it may be bound orto which it may be subject; that all conditions precedent provided in thisIndenture relating to the authentication and delivery of the Notes applied forand all conditions precedent provided in the Preferred Shares Paying AgencyAgreement relating to the issuance by the Issuer of the Preferred Shares havebeen complied with;

### (i)       an Officer’s Certificatestating that the Co-Issuer is not in Default under this Indenture and that theissuance of the Securities will not result in a breach of any of the terms,conditions or provisions of, or constitute a Default under, the GoverningDocuments of the Co-Issuer, any indenture or other agreement or instrument towhich the Co-Issuer is a party or by which it is bound, or any order of anycourt or administrative agency entered in any Proceeding to which the Co-Issueris a party or by which it may be bound or to which it may be subject; that allconditions precedent provided in this Indenture relating to the authenticationand delivery of the Notes applied for have been complied with; and that allexpenses due or accrued with respect to the offering or relating to actionstaken on or in connection with the Closing Date have been paid;

114

----

### (j)       an executed counterpartof the initial Collateral Debt Securities Purchase Agreement and the CollateralManagement Agreement;

### (k)      an executed copy of eachHedge Agreement;

### (l)       an executed counterpartof the Preferred Shares Paying Agency Agreement;

### (m)     an opinion of counsel tothe Trustee, dated the Closing Date in a form satisfactory to the InitialPurchasers;

### (n)      an Accountants’ Reportconfirming the following information as of the Closing Date:  (i) the information (other than the PrincipalBalance and the Purchase Price) with respect to each Collateral Debt Securityset forth on the Schedule of Closing Date Collateral Debt Securities attachedhereto as *Schedule E* by reference to such sources as shall bespecified therein and (ii) specifying the procedures undertaken by theaccountants to review data and computations relating to the foregoing;

### (o)      an Officer’s Certificatefrom the Collateral Manager (i) confirming that each Collateral Debt Securityset forth on the *Schedule E* attached hereto meets theEligibility Criteria and that *Schedule E* correctly lists theCollateral Debt Securities to be Granted to the Trustee on the Closing Date,and (ii) stating the Aggregate Principal Amount of the Collateral DebtSecurities;

### (p)      evidence of preparationfor filing at the appropriate filing office in the District of Columbia of afinancing statement executed on behalf of the Issuer relating to the perfectionof the lien of this Indenture;

### (q)      an Issuer Order executedby the Issuer and the Co-Issuer directing the Trustee to (i) authenticate theNotes specified therein, in the amounts set forth therein and registered in thename(s) set forth therein and (ii) deliver the authenticated Notes as directedby the Issuer and the Co-Issuer; and

### (r)       such other documents asthe Trustee may reasonably require.

## Section 3.2             Security for Notes.

Prior to the issuance ofthe Notes on the Closing Date, the Issuer shall cause the following conditionsto be satisfied:

### (a)      Grant of SecurityInterest; Delivery of Collateral Debt Securities.  The Grant pursuant to the Granting clauses ofthis Indenture of all of the Issuer’s right, title and interest in and to theAssets and the transfer of all Collateral Debt Securities acquired inconnection therewith purchased by the Issuer on the Closing Date (as set forthin the Schedule of Closing Date Collateral Debt Securities) to the Trustee, withoutrecourse (except as expressly provided in each applicable Collateral DebtSecurity Purchase Agreement), in the manner provided in Section 3.3(a)and the crediting to the Custodial Account by the Custodial SecuritiesIntermediary of such Collateral Debt Securities shall have occurred;

115

----

### (b)      Certificate of theIssuer.  A certificate of anAuthorized Officer of the Issuer given on behalf of the Issuer and withoutpersonal liability, dated as of the Closing Date, delivered to the Trustee, tothe effect that, in the case of each Collateral Debt Security pledged to theTrustee for inclusion in the Assets on the Closing Date and immediately priorto the delivery thereof on the Closing Date:

#### (i)       the Issuer is the ownerof such Collateral Debt Security free and clear of any liens, claims orencumbrances of any nature whatsoever except for those which are being releasedon the Closing Date;

#### (ii)      the Issuer has acquiredits ownership in such Collateral Debt Security in good faith without notice ofany adverse claim, except as described in paragraph (i) above;

#### (iii)     the Issuer has notassigned, pledged or otherwise encumbered any interest in such Collateral DebtSecurity (or, if any such interest has been assigned, pledged or otherwiseencumbered, it has been released) other than interests Granted pursuant to thisIndenture;

#### (iv)    the Underlying Instrumentwith respect to such Collateral Debt Security does not prohibit the Issuer fromGranting a security interest in and assigning and pledging such Collateral DebtSecurity to the Trustee;

#### (v)     the information set forthwith respect to such Collateral Debt Security in the Schedule of Closing DateCollateral Debt Securities is correct;

#### (vi)    the Collateral DebtSecurities included in the Assets satisfy the requirements of the definition ofEligibility Criteria and the requirements of Section 3.2(a); and

#### (vii)   the Grant pursuant to theGranting Clauses of this Indenture shall result in a first priority securityinterest in favor of the Trustee for the benefit of the Holders of the Notesand each Hedge Counterparty in all of the Issuer’s right, title and interest inand to the Collateral Debt Securities pledged to the Trustee for inclusion inthe Assets on the Closing Date.

### (c)      Rating Letters.  The Trustee’s receipt of a letter signed byeach Rating Agency and confirming that (i) Class A-1 Notes have been rated “Aaa”by Moody’s and “AAA” by S&P, (ii) the Class A-2 Notes have been rated “Aaa”by Moody’s and “AAA” by S&P, (iii) the Class B Notes have been rated atleast “Aa2” by Moody’s and “AA” by S&P, (iv) the Class C Notes have beenrated at least “A1” by Moody’s and “A+” by S&P, (v) the Class D Notes havebeen rated at least “A2” by Moody’s and “A” by S&P, (vi) the Class E Noteshave been rated at least “A3” by Moody’s and “A-” by S&P, (vii) the Class FNotes have been rated at least “Baa1” by Moody’s and “BBB+” by S&P, (viii)the Class G Notes have been rated at least “Baa2” by Moody’s and “BBB” byS&P, (ix) the Class H Notes have been rated at least “Baa3” by Moody’s and “BBB-”by S&P, (x) the Class J Notes have been rated at least “Ba2” by Moody’s and“BB” by S&P and (xi) the Class K Notes have been rated 

116

----

### at least “B2” by Moody’s and “B” by S&P and that such ratings arein full force and effect on the Closing Date.

### (d)      Accounts.  Evidence of the establishment of the PaymentAccount, the Collection Account, the Interest Collection Account, the PrincipalCollection Account, the Unused Proceeds Account, the Delayed FundingObligations Account, the Expense Account, each Hedge Collateral Account, eachHedge Termination Account, the Preferred Shares Distribution Account and theCustodial  Account.

### (e)      Deposit to ExpenseAccount.  On the Closing Date, theIssuer shall deposit into the Expense Account from the gross proceeds of the offeringof the Securities, approximately $ 10,992,796.

### (f)       Deposit to DelayedFunding Obligations Account.  On theClosing Date, the Issuer or the Seller shall deposit into the Delayed FundingObligations Account approximately $0, which, in the aggregate is sufficient tofulfill the maximum funding obligations under all Delayed Draw Term Loansincluded in the Initial Collateral Debt Securities.

### (g)      Deposit to UnusedProceeds Account.  On the ClosingDate, the Issuer shall deposit the Initial Deposit with the Trustee in anamount equal to approximately $224,545,308.

### (h)      Issuance of PreferredShares.  The Issuer shall havedelivered to the Trustee evidence that the Preferred Shares have been, orcontemporaneously with the issuance of the Notes will be, (1) issued by theIssuer and (2) acquired in their entirety by QRS II Corp.

## Section 3.3             Transfer of Pledged Obligations.

### (a)      Wells Fargo Bank,National Association is hereby appointed as Securities Intermediary (in suchcapacity, the “Custodial Securities Intermediary”) to hold all PledgedObligations delivered to it in physical form at its office in Minneapolis,Minnesota.  Any successor to suchSecurities Intermediary shall be a U.S. state or national bank or trust companythat is not an Affiliate of the Issuer or the Co-Issuer and has capital andsurplus of at least U.S.$100,000,000. Subject to the limited right to relocate Pledged Obligations set forthin Section 7.5(b), the Custodial Securities Intermediary, as aSecurities Intermediary, shall hold all Collateral Debt Securities in theCustodial Account and Eligible Investments and other investments purchased inaccordance with this Indenture in the respective Accounts in which the fundsused to purchase such investments are held in accordance with Article 10,and, in respect of each Account (other than the Payment Account), the Trusteeshall have entered into an agreement with the Securities Intermediary (the “SecuritiesAccounts Control Agreement”) providing, *inter alia*,that the establishment and maintenance of such Account will be governed by alaw satisfactory to the Issuer, the Trustee and the Custodial SecuritiesIntermediary.  To the maximum extentfeasible, Pledged Obligations shall be transferred to the Trustee as SecurityEntitlements in the manner set forth in clause (i) below.  In the event that the measures set forth inclause (i) below cannot be taken as to any Pledged Obligations, such PledgedObligation may be transferred to the Trustee in the manner set forth in clauses(ii) 

117

----

### through (vii) below, as appropriate. The security interest of the Trustee in Pledged Obligations shall beperfected and otherwise evidenced as follows:

#### (i)       in the case of suchPledged Obligations consisting of Security Entitlements by (A) the Issuercausing the Custodial Securities Intermediary, in accordance with theSecurities Accounts Control Agreement, to indicate by book entry that aFinancial Asset has been credited to the Custodial Account and (B) the Issuercausing the Custodial Securities Intermediary to agree pursuant to theSecurities Accounts Control Agreement that it will comply with EntitlementOrders originated by the Trustee with respect to each such Security Entitlementwithout further consent by the Issuer;

#### (ii)      in the case of PledgedObligations that are “uncertificated securities” (as such term is defined inthe UCC) to the extent that any such uncertificated securities do notconstitute Financial Assets forming the basis of Security Entitlements by theTrustee pursuant to clause (i) (the “Uncertificated Securities”), by theIssuer (A)  causing the issuer(s) of suchUncertificated Securities to register on their respective books the Trustee asthe registered owner thereof upon original issue or transfer thereof or (B)causing another Person, other than a Securities Intermediary, either to becomethe registered owner of such Uncertificated Securities on behalf of theTrustee, or such Person having previously become the registered owner, toacknowledge that it holds such Uncertificated Securities for the Trustee;

#### (iii)     in the case of PledgedObligations consisting of Certificated Securities in registered form to theextent that any such Certificated Securities do not constitute Financial Assetsforming the basis of Security Entitlements acquired by the Trustee pursuant toclause (i) (the “Registered Securities”), by the Issuer (A) causing (1)the Trustee to obtain possession of such Registered Securities in the State ofMinnesota or (2) another Person, other than a Securities Intermediary, eitherto acquire possession of such Registered Securities on behalf of the Trustee,or having previously acquired such Registered Securities, in either case, inthe State of Minnesota to acknowledge that it holds such Registered Securitiesfor the Trustee and (B) causing (1) the endorsement of such RegisteredSecurities to the Trustee by an effective endorsement; or (2) the registrationof such Registered Securities in the name of the Trustee by the issuer thereofupon its original issue or registration of transfer;

#### (iv)    in the case of PledgedObligations consisting of Certificated Securities in bearer form to the extentthat any such Certificated Securities do not constitute Financial Assetsforming the basis of Security Entitlements acquired by the Trustee pursuant toclause (i) (the “Bearer Securities”), by the Issuer causing (A) theTrustee to obtain possession of such Bearer Securities in the State ofMinnesota or (B) another Person, other than a Securities Intermediary, eitherto acquire possession of such Bearer Securities on behalf of the Trustee or,having previously acquired possession of such Bearer Securities, in eithercase, in the State of Minnesota to acknowledge that it holds such BearerSecurities for the Trustee;

118

----

#### (v)     in the case of PledgedObligations that consist of Money or Instruments (the “Minnesota Collateral”), to the extent that anysuch Minnesota Collateral does not constitute a Financial Asset forming thebasis of a Security Entitlement acquired by the Trustee pursuant to clause (i),by the Issuer causing (A) the Trustee to acquire possession of such MinnesotaCollateral in the State of Minnesota or (B) another Person (other than theIssuer or a Person controlling, controlled by, or under common control with,the Issuer) (1) to (x) take possession of such Minnesota Collateral in theState of Minnesota and (y) authenticate a record acknowledging that it holdssuch possession for the benefit of the Trustee or (2) to (x) authenticate arecord acknowledging that it will hold possession of such Minnesota Collateralfor the benefit of the Trustee and (y) take possession of such MinnesotaCollateral in the State of Minnesota;

#### (vi)    in the case of PledgedObligations that consist of UCC Accounts or General Intangibles (“AccountsReceivable”), by the Issuer (A) notifying, or causing the notification of,the account debtors (as such term is defined in Section 9-102(a) of theUCC) for such Accounts Receivable of the security interest of the Trustee insuch Accounts Receivable and causing the Securities Intermediary to credit suchAccounts Receivable to the Custodial Account and to treat such AccountsReceivable as Financial Assets within the meaning of Article 8 of the UCC and(B) to the extent that doing so would be effective to perfect a securityinterest in such Accounts Receivable under the UCC as in effect at the time oftransfer of such Accounts Receivable to the Trustee hereunder, filing orcausing the filing of a UCC financing statement that encompasses such AccountsReceivable with the Recorder of Deeds of the District of Columbia and suchother offices as applicable; and

#### (vii)   to the maximum extentreasonably possible, in the case of any Loans, Preferred Equity Securities or Participations that are not evidenced byInstruments, Certificated Securities or Uncertificated Securities, by theIssuer (A) taking all steps necessary (including obtaining any necessaryconsents to the transfer of the Loan, Participation or Preferred Equity Security, as applicable) to make theCustodial Securities Intermediary the registered owner thereof, (B) causing theCustodial Securities Intermediary to credit such Loans, Participations orPreferred Equity Securities, as applicable, to the Custodial Account and totreat such Loans, Participations or Preferred Equity Securities, as applicable,as Financial Assets within the meaning of Article 8 of the UCC and (C) to theextent that doing so would be effective to perfect a security interest in suchLoans, Participations or Preferred Equity Securities, as applicable, under theUCC as in effect at the time of transfer of such Loans, Participations orPreferred Equity Securities to the Trustee hereunder, filing or causing thefiling of a UCC financing statement that encompasses such Loans, Participationsor Preferred Equity Securities, as applicable, with the Recorder of Deeds ofthe District of Columbia and such other offices as applicable.

### (b)      The Issuer herebyauthorizes the filing of UCC financing statements describing as the collateralcovered thereby “all of the debtor’s personal property and assets,” or words tothat effect, notwithstanding that such wording may be broader in scope than theAssets described in this Indenture.

119

----

### (c)      Without limiting theforegoing, the Issuer and the Trustee on behalf of the Bank agree, and the Bankshall cause the Custodial Securities Intermediary, to take such different oradditional action as the Trustee may reasonably request in order to maintainthe perfection and priority of the security interest of the Trustee in theevent of any change in applicable law or regulation, including Articles 8 and 9of the UCC and Treasury Regulations governing transfers of interests inGovernment Items (it being understood that the Trustee shall be entitled torely upon an Opinion of Counsel, including an Opinion of Counsel delivered inaccordance with Section 3.1(d), as to the need to file any financingstatements or continuation statements, the dates by which such filings arerequired to be made and the jurisdictions in which such filings are required tobe made).

### (d)      Without limiting any ofthe foregoing,

#### (i)       in connection with eachGrant of a Collateral Debt Security hereunder, the Issuer shall deliver (orcause to be delivered by the applicable Seller) to the Custodial SecuritiesIntermediary (A) the original of any note (or a copy of such note together witha lost note affidavit), certificate or other instrument constituting orevidencing such Collateral Debt Security and any other Underlying Instrumentrelated to such Collateral Debt Security the delivery of which is necessary inorder to perfect the security interest of the Trustee in such Collateral DebtSecurity granted pursuant to this Indenture and (B) copies of the otherUnderlying Instruments then in possession of the Issuer;

#### (ii)      from time to time uponthe request of the Trustee or Collateral Manager, the Issuer shall deliver (orcause to be delivered) to the Custodial Securities Intermediary any UnderlyingInstrument in the possession of the Issuer and not previously deliveredhereunder (including originals of Underlying Instruments not previouslyrequired to be delivered as originals) and as to which the Trustee orCollateral Manager, as applicable, shall have reasonably determined to benecessary or appropriate for the administration of such Collateral Debt Securityhereunder or under the Collateral Management Agreement or for the protection ofthe security interest of the Trustee under this Indenture;

#### (iii)     in connection with anydelivery of documents to the Custodial Securities Intermediary pursuant toclauses (i) and (ii) above, the Trustee shall deliver to the CollateralManager, on behalf of the Issuer, a Trust Receipt in the form of Exhibit Kacknowledging the receipt of such documents by the Custodial SecuritiesIntermediary and that it is holding such documents subject to the terms of thisIndenture;

#### (iv)    from time to time uponrequest of the Collateral Manager, the Custodial Securities Intermediary shall,upon delivery by the Collateral Manager of a duly completed Request for Releasein the form of Exhibit L hereto, release to the Collateral Manager suchof the Underlying Instruments then in its custody as the Collateral Managerreasonably so requests.  By submission ofany such Request for Release, the Collateral Manager shall be deemed to haverepresented and warranted that it has determined, in accordance with theCollateral Manager Servicing Standard, that the requested release is necessaryfor one or more of the purposes described in clause (ii) above.  The Collateral Manager shall return to theCustodial Securities Intermediary each Underlying Instrument released fromcustody pursuant to this clause (iv) within twenty 

120

----

#### (20) BusinessDays of receipt thereof (except such Underlying Instruments as are released inconnection with a sale, exchange or other disposition, in each case only aspermitted under this Indenture, of the related Collateral Debt Security that isconsummated within such 20-day period). Notwithstanding the foregoing provisions of this clause (iv), (A) anynote, certificate or other instrument evidencing a Pledged Collateral DebtSecurity shall be released only for the purpose of (1) a sale, exchange orother disposition of such Pledged Collateral Debt Security that is permitted inaccordance with the terms of this Indenture or (2) presentation, collection,renewal or registration of transfer of such Collateral Debt Security and (B)the Custodial Securities Intermediary may refuse to honor any Request forRelease following the occurrence of an Event of Default under this Indenture.

### (e)      As of the Closing Date(with respect to the Assets) and each date on which an Asset is acquired (onlywith respect to the Asset so acquired) the Issuer represents and warrants asfollows:

#### (i)       this Indenture creates avalid and continuing security interest (as defined in the UCC) in the Assets infavor of the Trustee for the benefit of the Noteholders and each HedgeCounterparty, which security interest is prior to all other liens, and isenforceable as such against creditors of and purchasers from the Issuer;

#### (ii)      the Issuer owns and hasgood and marketable title to such Assets free and clear of any lien, claim orencumbrance of any Person;

#### (iii)     in the case of eachAsset, the Issuer has acquired its ownership in such Asset in good faithwithout notice of any adverse claim as defined in Section 8-102(a)(1) of theUCC as in effect on the date hereof;

#### (iv)    other than the securityinterest granted to the Trustee for the benefit of the Noteholders and eachHedge Counterparty pursuant to this Indenture, the Issuer has not, pledged,assigned, sold, granted a security interest in, or otherwise conveyed any ofthe Assets;

#### (v)     the Issuer has notauthorized the filing of and is not aware of any financing statements againstthe Issuer that include a description of collateral covering the Assets otherthan any financing statement relating to the security interest granted to theTrustee for the benefit of the Noteholders and each Hedge Counterpartyhereunder or that has been terminated; the Issuer is not aware of any judgmentor Pension Benefit Guarantee Corporation lien and tax lien filings against theIssuer;

#### (vi)    the Issuer has receivedall consents and approvals required by the terms of each Asset and theUnderlying Instruments to grant to the Trustee its interest and rights in suchAsset hereunder;

#### (vii)   the Issuer has caused orwill have caused, within ten (10) days, the filing of all appropriate financingstatements in the proper filing office in the appropriate jurisdictions underapplicable law in order to perfect the security interest in the Assets 

121

----

#### granted to theTrustee for the benefit of the Noteholders and each Hedge Counterpartyhereunder;

#### (viii)  each Asset is anInstrument, a General Intangible or a Certificated Security or UncertificatedSecurity or has been and will have been credited to a Securities Account;

#### (ix)     the Custodial SecuritiesIntermediary has agreed to treat all assets credited to the Securities Accountas Financial Assets;

#### (x)      the Issuer has delivereda fully executed Securities Accounts Control Agreement pursuant to which theCustodial Securities Intermediary has agreed to comply with all instructionsoriginated by the Trustee relating to the Custodial Account without furtherconsent of the Issuer;  the CustodialAccount is not in the name of any person other than the Issuer or theTrustee;  the Issuer has not consented tothe  Securities Intermediary of the  Custodial Account to comply with EntitlementOrders of any person other than the Trustee;

#### (xi)     (A) all original executedcopies of each promissory note or other writings that constitute or evidenceany pledged obligation that constitutes Instruments have been delivered to theCustodial Securities Intermediary for the benefit of the Trustee, (B) theIssuer has received a written acknowledgement from the Custodial SecuritiesIntermediary that the Custodial Securities Intermediary is acting solely asagent of the Trustee and (C) none of the promissory notes or other writingsthat constitute or evidence such collateral has any marks or notations indicatingthat they have been pledged, assigned or otherwise conveyed by the Issuer toany Person other than the Trustee;

#### (xii)    (A) the CollectionAccounts, the Unused Proceeds Account, the Delayed Funding Obligations Account,each Hedge Termination Account, each Hedge Collateral Account, the ExpenseAccount and the Payment Account (collectively, the “Deposit Accounts”)constitute “deposit accounts” within the meaning of the UCC, (B) the Issuer hastaken all steps necessary to cause the Trustee to become the customer andaccount holder of the Deposit Accounts, (C) other than the security interestgranted to the Trustee pursuant to this Indenture, the Issuer has not pledged,assigned, sold, granted a security interest in, or otherwise conveyed any ofthe Deposit Accounts, and (D) the Deposit Accounts are not in the name of anyperson other than the Issuer or the Trustee. The Issuer has not consented to the bank maintaining the DepositAccounts to comply with the instructions of any person other than the Trustee;and

#### (xiii)   the Issuer hasestablished procedures such that any Eligible Investments purchased with fundswithdrawn from the Deposit Accounts will be either (i) credited to a SecuritiesAccount over which the Trustee will have a first priority perfected securityinterest, (ii) purchased in the name of the Trustee, or (iii) held in anothermanner sufficient to establish the Trustee’s first priority perfected securityinterest over such Eligible Investments.

122

----

### (f)       The Trustee shall onlyinvest in Eligible Investments which the applicable Custodial SecuritiesIntermediary agrees to credit to the applicable account.  To the extent any Eligible Investment shallnot be delivered to the Trustee by causing the Custodial SecuritiesIntermediary to create a Security Entitlement in the Securities Account infavor of the Trustee, the Issuer shall deliver an Opinion of Counsel to theTrustee to the effect that any other delivery will effect a first prioritysecurity interest in favor of the Trustee in such Eligible Instrument.

123

----

# **ARTICLE 4**

# **SATISFACTIONAND DISCHARGE**

## Section 4.1             Satisfaction and Discharge ofIndenture.

This Indenture shall bedischarged and shall cease to be of further effect with respect to the Assetssecuring the Notes and the Issuer’s obligations under each Hedge Agreementexcept as to (i) rights of registration of transfer and exchange, (ii)substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii)rights of Noteholders to receive payments of principal thereof and interestthereon, as provided herein, (iv) the rights, obligations and immunities of theTrustee on their behalf hereunder, and (v) the rights of Noteholders asbeneficiaries hereof with respect to the property deposited with the Trustee ontheir behalf and payable to all or any of them; and the Trustee, on demand ofand at the expense of the Issuer, shall execute proper instrumentsacknowledging satisfaction and discharge of this Indenture, when:

### (a)      either:

#### (i)       all Notes theretoforeauthenticated and delivered (other than (A) Notes which have been mutilated,defaced, destroyed, lost or stolen and which have been replaced or paid asprovided in Section 2.6 and (B) Notes for whose payment Money hastheretofore irrevocably been deposited in trust and thereafter repaid to theIssuer or discharged from such trust, as provided in Section 7.3) havebeen delivered to the Trustee for cancellation; or

#### (ii)      all Notes nottheretofore delivered to the Trustee for cancellation (A) have become due andpayable, or (B) will become due and payable at their Stated Maturity within oneyear, or (C) are to be called for redemption pursuant to Section 9.1 or Section9.2 under an arrangement satisfactory to the Trustee for the giving ofnotice of redemption by the Issuer and the Co-Issuer pursuant to Section 9.4and the Issuer or the Co-Issuer, in the case of clauses (A), (B) or (C) of thissubsection (ii), has irrevocably deposited or caused to be deposited with theTrustee, in trust for such purpose, Cash or non-callable direct obligations ofthe United States of America; provided**thatthe obligations are entitled to the full faith and credit of the United Statesof America or are debt obligations which are rated “Aaa” by Moody’s, “AAA” byFitch and “AAA” by S&P in an amount sufficient, as verified by a firm ofcertified public accountants which are nationally recognized, to pay anddischarge the entire indebtedness (including, in the case of a redemptionpursuant to Section 9.1 or Section 9.2, the Redemption Price) onsuch Notes not theretofore delivered to the Trustee for cancellation, forprincipal and interest to the date of such deposit (in the case of Notes whichhave become due and payable), or to the Stated Maturity or the Redemption Date,as the case may be (and in each case in respect of the Notes, subject to thePriority of Payments); provided,**further,that any such deposit of funds with the Trustee in satisfaction of thisIndenture shall be subject to the Rating Agency Condition; provided*,*however, this subsection (ii) shall not 

124

----

#### apply if an electionto act in accordance with the provisions of Section 5.5(a) shall havebeen made and not rescinded;

### (b)      (i) the Issuer has paidor caused to be paid or provided for (to the satisfaction of the Personentitled thereto) all other sums payable hereunder and under the CollateralManagement Agreement, Preferred Shares Paying Agency Agreement and the CompanyAdministration Agreement, and (ii) all Hedge Agreements then in effect havebeen terminated and Issuer has paid all amounts, including payments due andpayable in connection with such termination and has paid all other outstandingamounts, including any outstanding payments due and payable for any previouslyterminated Hedge Agreement.

### (c)      Each of the Issuer andthe Co-Issuer has delivered to the Trustee an Officer’s Certificate and anOpinion of Counsel, each stating that all conditions precedent herein providedfor relating to the satisfaction and discharge of this Indenture have beencomplied with.

Notwithstanding thesatisfaction and discharge of this Indenture, the rights and obligations of theIssuer, the Co-Issuer, the Trustee, and, if applicable, the Noteholders, as thecase may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18,6.7, 7.3 and 14.12 hereof shall survive

## Section 4.2             Application of Trust Money.

All Monies deposited withthe Trustee pursuant to Section 4.1 shall be held in trust and appliedby it in accordance with the provisions of the Notes and this Indenture to thepayment of the principal and interest, either directly or through the PayingAgent, as the Trustee may determine, to the Person entitled thereto of theprincipal and interest for whose payment such Money has been deposited with theTrustee; but such Money need not be segregated from other funds except to theextent required herein or when commingling of funds is prohibited by law.

## Section 4.3             Repayment of Monies Held byPaying Agent.

In connection with thesatisfaction and discharge of this Indenture with respect to the Notes, allMonies then held by the Paying Agent other than the Trustee under theprovisions of this Indenture shall, upon demand of the Issuer and theCo-Issuer, be paid to the Trustee to be held and applied pursuant to Section7.3 hereof and, in the case of Monies payable on the Notes, in accordancewith the Priority of Payments and thereupon such Paying Agent shall be releasedfrom all further liability with respect to such Monies.

125

----

# **ARTICLE 5**

# **REMEDIES**

## Section 5.1             Events of Default.

“Event of Default,”wherever used herein, means any one of the following events (whatever thereason for such Event of Default and whether it shall be voluntary orinvoluntary or be effected by operation of law or pursuant to any judgment,decree or order of any court or any order, rule or regulation of anyadministrative or governmental body):

### (a)      a default in the payment ofany interest on any Note when the same becomes due and payable (providedthat (a) if any Class A Notes or Class B Notes are Outstanding, solely for thepurposes of this Section 5.1(a), no interest shall be “due and payable”on any Class C Notes, Class D Notes, Class E Notes, Class F Notes, Class GNotes, Class H Notes, Class J Notes or Class K Notes, (b) if any Class C Notesare Outstanding, solely for the purposes of this Section 5.1(a), nointerest shall be “due and payable” on any Class D Notes, Class E Notes, ClassF Notes, Class G Notes, Class H Notes, Class J Notes or Class K Notes, (c) ifany Class D Notes are Outstanding, solely for the purposes of this Section5.1(a), no interest shall be “due and payable” on any Class E Notes, ClassF Notes, Class G Notes, Class H Notes, Class J Notes or Class K Notes, (d) ifany Class E Notes are Outstanding, solely for the purposes of this Section5.1(a), no interest shall be “due and payable” on any Class F Notes, ClassG Notes, Class H Notes, Class J Notes or Class K Notes, (e) if any Class FNotes are Outstanding, solely for the purposes of this Section 5.1(a),no interest shall be “due and payable” on any Class G Notes, Class H Notes,Class J Notes or Class K Notes, (f) if any Class G Notes are Outstanding,solely for the purposes of this Section 5.1(a), no interest shall be “dueand payable” on any Class H Notes, Class J Notes or Class K Notes, (g) if anyClass H Notes are Outstanding, solely for purposes of this Section 5.1(a),no interest shall be “due and payable” on any Class J Notes or Class K Notes,(h) if any Class J Notes are Outstanding, solely for purposes of this Section5.1(a), no interest shall be “due and payable” on any Class K Notes and (g)if any Class K Notes are Outstanding, solely for purposes of this Section5.1(a), no dividends or other distributions shall be payable on thePreferred Shares, in each case unless such amount is available pursuant to thePriority of Payments), in each case, which default continues for a period ofthree (3) Business Days or, in the case of a default in payment due to anadministrative error or omission by the Trustee or Paying Agent, which defaultcontinues for five (5) Business Days;

### (b)      a default in the payment ofprincipal (or the related Redemption Price, if applicable) of any Class A-1Note when the same becomes due and payable, at its Stated Maturity or anyRedemption Date, or if there are no Class A-1 Notes Outstanding a default inthe payment of principal (or the related Redemption Price, if applicable) ofany Class A-2 Note when the same becomes due and payable, at its StatedMaturity or any Redemption Date, or if there are no Class A-2 NotesOutstanding, a default in the payment of principal (or the related RedemptionPrice, if applicable) of any Class B Note when the same becomes due and payableat its Stated Maturity or any Redemption Date, or if there are no Class B Notes

126

----

### Outstanding, adefault in the payment of principal (or the related Redemption Price, ifapplicable) of any Class C Note (plus any Class C Capitalized Interest) whenthe same becomes due and payable at its Stated Maturity or any Redemption Date,or if there are no Class C Notes Outstanding, a default in the payment ofprincipal (or the related Redemption Price, if applicable) of any Class D Note(plus any Class D Capitalized Interest) when the same becomes due and payableat its Stated Maturity or any Redemption Date, or if there are no Class D NotesOutstanding, a default in the payment of principal (or the related RedemptionPrice, if applicable) of any Class E Note (including any Class E CapitalizedInterest) when the same becomes due and payable at its Stated Maturity or anyRedemption Date, or if there are no Class E Notes Outstanding, a default in thepayment of principal (or the related Redemption Price, if applicable) of anyClass F Note (including Class F Capitalized Interest) when the same becomes dueand payable at its Stated Maturity or any Redemption Date, or if there are noClass F Notes Outstanding, a default in the payment of principal (or therelated Redemption Price, if applicable) of any Class G Note (including anyClass G Capitalized Interest) when the same becomes due and payable at itsStated Maturity or any Redemption Date, or if there are no Class G NotesOutstanding, a default in the payment of principal (or the related RedemptionPrice, if applicable) of any Class H Note (including Class H CapitalizedInterest) when the same becomes due and payable at its Stated Maturity or anyRedemption Date, or if there are no Class H Notes Outstanding, a default in thepayment of principal (or the related Redemption Price, if applicable) of anyClass J Note (including Class J Capitalized Interest) when the same becomes dueand payable, or if there are no Class J Notes Outstanding, a default in thepayment of principal (or the related Redemption Prince, if applicable) of anyClass K Note (including Class K Capitalized Interest) when the same becomes dueand payable at its Stated Maturity or any Redemption Date (or in the case of adefault in payment due to any administrative error or omission by the Trusteeor the Paying Agent, such default continues for a period of five (5) BusinessDays);

### (c)      the failure on any PaymentDate to disburse amounts available in the Payment Account in accordance withthe Priority of Payments set forth under Section 11.1(a) (other than adefault in payment described in clause (a) or (b) above), which failurecontinues for a period of three Business Days or, in the case of a failure todisburse such amounts due to an administrative error or omission by the Trusteeor Paying Agent, which failure continues for five Business Days;

### (d)      either the Issuer, theCo-Issuer or the pool of Assets becomes an investment company required to beregistered under the Investment Company Act;

### (e)      a default in theperformance, or breach, of any other covenant or other agreement (other thanthe covenant to meet or improve the Collateral Quality Tests or the CoverageTests) of the Issuer or the Co-Issuer hereunder or any representation orwarranty of the Issuer or the Co-Issuer hereunder or in any certificate orother writing delivered pursuant hereto or in connection herewith proves to beincorrect in any material respect when made, and the continuation of suchdefault or breach for a period of thirty (30) days(or, if such default, breach or failure has an adverse effect on the validity,perfection or priority of the security interest granted hereunder, fifteen (15)days) after either the Issuer, the Co-Issuer or the Collateral Manager hasactual knowledge thereof or after notice thereof to the Issuer, the Co-Issuerand the Collateral Manager by the Trustee or to the Issuer, the Co-Issuer, the

127

----

### CollateralManager and the Trustee by Holders of at least 25% of the Aggregate OutstandingAmount of the Controlling Class; provided that a default in theperformance by the Issuer of the obligations imposed on it by this Indenture inconnection with the entry into a replacement Hedge Agreement upon the earlytermination of a Hedge Agreement shall not be an Event of Default if the RatingAgency Condition has been satisfied;

### (f)       the entry of a decree ororder by a court having competent jurisdiction adjudging the Issuer or theCo-Issuer as bankrupt or insolvent, or approving as properly filed a petitionseeking reorganization, arrangement, adjustment or composition of or in respectof the Issuer or the Co-Issuer under the Bankruptcy Code, or any bankruptcy,insolvency, reorganization or similar law enacted under the laws of the CaymanIslands or any other applicable law, or appointing a receiver, liquidator,assignee, or sequestrator (or other similar official) of the Issuer or theCo-Issuer or of any substantial part of its property, respectively, or orderingthe winding up or liquidation of its affairs, and the continuance of any suchdecree or order unstayed and in effect for a period of sixty (60) consecutivedays;

### (g)      the institution by theIssuer or the Co-Issuer of proceedings to be adjudicated as bankrupt orinsolvent, or the consent by it to the institution of bankruptcy or insolvencyproceedings against it, or the filing by it of a petition or answer or consentseeking reorganization or relief under the Bankruptcy Code, or any bankruptcy,insolvency, reorganization or similar law enacted under the laws of the CaymanIslands or any other similar applicable law, or the consent by it to the filingof any such petition or to the appointment of a receiver, liquidator, assignee,trustee or sequestrator (or other similar official) of the Issuer or theCo-Issuer or of any substantial part of its property, respectively, or the makingby it of an assignment for the benefit of creditors, or the admission by it inwriting of its inability to pay its debts generally as they become due, or thetaking of any action by the Issuer in furtherance of any such action;

### (h)      one or more final judgmentsbeing rendered against the Issuer or the Co-Issuer which exceed, in theaggregate, U.S. $1,000,000 (or such lesser amount as any Rating Agency mayspecify) and which remain unstayed, undischarged and unsatisfied for thirty (30) days after such judgment(s)becomes nonappealable, unless adequate funds have been reserved or set asidefor the payment thereof, and unless (except as otherwise specified in writingby each Rating Agency) the Rating Agency Condition shall have been satisfied;or

### (i)       the Issuer loses its statusas a qualified REIT subsidiary (within the meaning of Section 856(i)(2) of theCode), unless (A) within ninety (90) days, the Issuer either (1) delivers anopinion of tax counsel of nationally recognized standing in the United States experiencedin such matters to the effect that, notwithstanding the Issuer’s loss ofqualified REIT subsidiary status, the Issuer is not, and has not been, anassociation (or publicly traded partnership) taxable as a corporation, or isnot, and has not been, otherwise subject to U.S. federal income tax on a netbasis and the Noteholders are not otherwise materially adversely affected bythe loss of qualified REIT subsidiary status or (2) receives an amount from thePreferred Shareholders sufficient to discharge in full the amounts then due andunpaid on the Notes and amounts and expenses described in clauses (1)through (5), (31), (32) and (33) of Section 11.1(a)(i) in accordancewith the Priority of Payments or (B) all Classes of the Notes

128

----

### are subject toa Tax Redemption announced by the Issuer in compliance with this Indenture, andsuch redemption has not been rescinded; or

### (j)       so long as the Class A-1Notes are the Controlling Class, the Class A/B Par Value Ratio is less than101.87% on any Measurement Date.

Upon becoming aware ofthe occurrence of an Event of Default, the Issuer, shall promptly notify theTrustee, the Collateral Manager, the Noteholders, the Preferred Shares PayingAgent, the Preferred Shareholders, each Rating Agency, each Hedge Counterpartyand, for so long as any Notes are listed on the Irish Stock Exchange, the IrishPaying Agent in writing.  If theCollateral Manager has actual knowledge of the occurrence of an Event ofDefault, the Collateral Manager shall promptly notify, in writing, theTrustee.  Upon such notification from theCollateral Manager, the Trustee shall promptly notify the Noteholders, eachRating Agency and each Hedge Counterparty of the occurrence of such Event ofDefault.

## Section 5.2             Acceleration of Maturity; Rescissionand Annulment.

### (a)      If an Event of Default shalloccur and be continuing (other than the Events of Default specified in Section5.1(f), 5.1(g) or 5.1(i)), the Trustee may, and shall at thedirection of a Majority, by outstanding principal amount, of (x) in the case ofan Event of Default described in clause (j) above, the Controlling Class(excluding Collateral Manager Securities), (y) in the case of an Event ofDefault described in clause (a) or clause (b) above at any time when the ClassA-1 Notes are the Controlling Class, the Controlling Class (excludingCollateral Manager Securities) or (z) in any other case, each Class of Notesvoting as a separate Class (excluding in each case any Notes held by theCollateral Manager, any of its Affiliates or any funds (other than the Issuer)managed by the Collateral Manager or its Affiliates)), declare the principal ofand accrued and unpaid interest on all the Notes to be immediately due andpayable (and any such acceleration shall automatically terminate the ReinvestmentPeriod).  If an Event of Defaultdescribed in Section 5.1(f), Section 5.1(g) or Section 5.1(i)above occurs, such an acceleration shall occur automatically and without anyfurther action.  If the Notes areaccelerated, payments shall be made in the order and priority set forth in Section11.1(a)(i) and Section 11.1(a)(ii) hereof.

### (b)      At any time after such adeclaration of acceleration of Maturity of the Notes has been made and before ajudgment or decree for payment of the Money due has been obtained by theTrustee as hereinafter provided in this Article 5, a Majority of eachand every Class of Notes (voting as a separate Class), by written notice to theIssuer and the Co-Issuer, the Trustee and each Hedge Counterparty, may rescindand annul such declaration and its consequences if:

#### (i)       the Issuer or the Co-Issuerhas paid or deposited with the Trustee a sum sufficient to pay:

###### (A)     all unpaid installments ofinterest on and principal of the Notes, that would be due and payable hereunderif the Event of Default giving rise to such acceleration had not occurred;

129

----

###### (B)     to the extent that payment ofsuch interest is lawful, interest on the Class C Capitalized Interest at theClass C Rate, interest on the Class D Capitalized Interest at the Class D Rate,interest on the Class E Capitalized Interest at the Class E Rate, interest onthe Class F Capitalized Interest at the Class F Rate, interest on the Class GCapitalized Interest at the Class G Rate, interest on the Class H CapitalizedInterest at the Class H Rate, interest on the Class J Capitalized Interest atthe Class J Rate and interest on the Class K Capitalized Interest at the ClassK Rate;

###### (C)     all unpaid taxes of theIssuer and the Co-Issuer, Company Administrative Expenses and other sums paidor advanced by or otherwise due and payable to the Trustee hereunder;

###### (D)     with respect to each HedgeAgreement, any amount then due and payable thereunder; and

###### (E)      with respect to theCollateral Management Agreement, any Senior Collateral Management Fee then dueand any Company Administrative Expense due and payable to the CollateralManager thereunder.

#### (ii)      if any Hedge Agreement hasbeen reduced or terminated, the Rating Agency Condition has been satisfied withrespect to such reduction or termination; and

#### (iii)     the Trustee has determinedthat all Events of Default of which it has actual knowledge, other than thenon-payment of the interest and principal on the Notes that have become duesolely by such acceleration, have been cured and a Majority of the ControllingClass, by written notice to the Trustee and each Hedge Counterparty has agreedwith such determination (which agreement shall not be unreasonably withheld ordelayed) or waived as provided in Section 5.14.

At any such time that theTrustee shall rescind and annul such declaration and its consequences aspermitted hereinabove, the Trustee shall preserve the Assets in accordance withthe provisions of Section 5.5 with respect to the Event of Default thatgave rise to such declaration; provided,**however,that if such preservation of the Assets is rescinded pursuant to Section 5.5,the Notes may be accelerated pursuant to the first paragraph of this Section5.2, notwithstanding any previous rescission and annulment of a declarationof acceleration pursuant to this paragraph.

No such rescission shallaffect any subsequent Default or impair any right consequent thereon.  In addition, no such rescission shall affectany Hedge Agreement if it has been terminated in accordance with its terms.

### (c)      Subject to Sections 5.4and 5.5, a Majority of the Controlling Class shall have the right todirect the Trustee in the conduct of any proceedings for any remedy availableto the Trustee; provided that (i) such direction will not conflict withany rule of law or this Indenture (including the limitations described in this Section5 but, solely in the case of

130

----

### proceedingsresulting from an Event of Default described in clause (j) of the definitionthereof, excluding any requirement requiring sufficient proceeds to pay in fullthe amounts then due and unpaid on the Notes); (ii) the Trustee may take anyother action not inconsistent with such direction; (iii) the Trustee has beenprovided with an indemnity or reasonable security satisfactory to it (and theTrustee need not take any action that it determines might involve it inliability or subject it to expense unless it has received such indemnity orsecurity against such liability or expense); and (iv) any direction toundertake a sale of the Assets may be made only as described in Section 5.17.  The Trustee shall provide written notice ofthe receipt of such direction to each Hedge Counterparty promptly after receiptthereof.  .

### (d)      As security for the paymentby the Issuer of the compensation and expenses of the Trustee and any sums theTrustee may be entitled to receive as indemnification by the Issuer, the Issuerhereby grants the Trustee a lien on the Assets, which lien is senior to thelien of the Noteholders. The Trustee’s lien shall be subject to the Priority ofPayments and exercisable by the Trustee only if the Notes have been declareddue and payable following an Event of Default and such acceleration has notbeen rescinded or annulled.

### (e)      A Majority of theControlling Class, may, prior to the time a judgment or decree for the paymentof money due has been obtained by the Trustee, waive any past Default on behalfof the holders of all the Notes and its consequences in accordance with Section5.14.

### (f)       In determining whether theholders of the requisite percentage of Notes have given any direction, noticeor consent hereunder, (i) Notes owned by the Issuer, the Co-Issuer or anyAffiliate thereof shall be disregarded and deemed not to be outstanding and(ii) in relation to (x) any amendment or other modification of, or assignmentor termination of, any of the express rights or obligations of the CollateralManager under the Collateral Management Agreement or this Indenture (includingthe exercise of any rights to remove the Collateral Manager or terminate theCollateral Management Agreement or approve or object to a replacement for theCollateral Manager except as specifically provided in the Collateral ManagementAgreement with respect to the termination of the Collateral Manager withoutcause and with respect to the replacement of the Collateral Manager) and (y)the exercise by the Noteholders of their right, in connection with certainEvents of Default, to accelerate amounts due under the Notes, Notes owned bythe Collateral Manager or any of its Affiliates, or by any accounts managed bythem, shall be disregarded and deemed not to be outstanding.  The Collateral Manager and its Affiliatesshall be entitled to vote Notes held by them, and by accounts managed by them,with respect to all other matters other than those described in clause (ii).

## Section 5.3             Collection of Indebtedness and Suitsfor Enforcement by Trustee.

The Issuer covenants thatif a Default shall occur in respect of the payment of any interest on any ClassA-1 Note, the payment of principal on any Class A-1 Note (but only afterinterest with respect to the Class A-1 Notes and any amounts payable pursuantto Section 11.1(a) having a higher priority have been paid in full), thepayment of interest on any Class A-2 Note (but only after interest with respectto the Class A-1 Notes and any amounts payable pursuant to

131

----

Section 11.1(a)having a higher priority have been paid in full), the payment of principal onany Class A-2 Note (but only after interest with respect to the Class A-2 Notesand any amounts payable pursuant to Section 11.1(a) having a higherpriority have been paid in full), the payment of interest on any Class B Note(but only after interest with respect to the Class A-1 Notes and the Class A-2Notes and any amounts payable pursuant to Section 11.1(a) having ahigher priority have been paid in full), the payment of principal on any ClassB Note (but only after interest and principal with respect to the Class A-1Notes and the Class A-2 Notes and interest with respect to the Class B Notesand any amounts payable pursuant to Section 11.1(a) having a higherpriority have been paid in full), the payment of interest on any Class C Note(but only after interest with respect to the Class A-1 Notes, the Class A-2Notes and the Class B Notes and any amounts payable pursuant to Section11.1(a) having a higher priority have been paid in full), the payment ofprincipal on any Class C Note (but only after interest and principal withrespect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes andinterest with respect to the Class C Notes and any amounts payable pursuant to Section11.1(a) having a higher priority have been paid in full), the payment ofinterest on any Class D Note (but only after interest with respect to the ClassA-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes and anyamounts payable pursuant to Section 11.1(a) having a higher priorityhave been paid in full) or the payment of principal on any Class D Note (butonly after interest and principal with respect to the Class A-1 Notes, theClass A-2 Notes, the Class B Notes and the Class C Notes and interest withrespect to the Class D Notes and any amounts payable pursuant to Section11.1(a) having a higher priority have been paid in full), the payment ofinterest on any Class E Note (but only after interest with respect to the ClassA-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and theClass D Notes and any amounts payable pursuant to Section 11.1(a) havinga higher priority have been paid in full), the payment of principal on anyClass E Note (but only after interest and principal with respect to the ClassA-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and theClass D Notes and interest with respect to the Class E Notes and any amountspayable pursuant to Section 11.1(a) having a higher priority have beenpaid in full), the payment of interest on any Class F Note (but only afterinterest with respect to the Class A-1 Notes, the Class A-2 Notes, the Class BNotes, the Class C Notes, the Class D Notes and the Class E Notes and anyamounts payable pursuant to Section 11.1(a) having a higher priorityhave been paid in full), the payment of principal on any Class F Note (but onlyafter interest and principal with respect to the Class A-1 Notes, the Class A-2Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class ENotes and interest with respect to the Class F Notes and any amounts payablepursuant to Section 11.1(a) having a higher priority have been paid infull), the payment of interest on any Class G Note (but only after interestwith respect to the Class A-1 Notes, the Class A-2 Notes, the Class B Notes,the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notesand any amounts payable pursuant to Section 11.1(a) having a higherpriority have been paid in full), the payment of principal on any Class G Note(but only after interest and principal with respect to the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, theClass E Notes and the Class F Notes and interest with respect to the Class GNotes and any amounts payable pursuant to Section 11.1(a) having ahigher priority have been paid in full), the payment of interest on any Class HNote (but only after interest with respect to the Class A-1 Notes, the ClassA-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes and the Class G Notes and any amounts payable pursuantto Section 11.1(a) having a higher priority have been paid in full), thepayment of principal on any Class H

132

----

Note (but only after interest and principal withrespect to the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes, the Class D Notes, the Class E Notes, the Class F Notes and theClass G Notes and interest with respect to the Class H Notes and any amountspayable pursuant to Section 11.1(a) having a higher priority have beenpaid in full), the payment of interest on any Class J Note (but only afterinterest with respect to the Class A-1 Notes, the Class A-2 Notes, the Class BNotes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes and the Class H Notes and any amounts payable pursuantto Section 11.1(a) having a higher priority have been paid in full), thepayment of principal on any Class J Note (but only after interest and principalwith respect to the Class A-1 Notes, the Class A-2 Notes, the Class B Notes,the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, theClass G Notes and the Class H Notes and interest with respect to the Class JNotes and any amounts payable pursuant to Section 11.1(a) having ahigher priority have been paid in full), the payment of interest on any Class KNote (but only after interest with respect to the Class A-1 Notes, the ClassA-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes, the Class H Notes and the Class JNotes and any amounts payable pursuant to Section 11.1(a) having ahigher priority have been paid in full) or the payment of principal on anyClass K Note (but only after interest and principal with respect to the ClassA-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the ClassD Notes, the Class E Notes, the Class F Notes, the Class G Notes, the Class HNotes and the Class J Notes and interest with respect to the Class K Notes andany amounts payable pursuant to Section 11.1(a) having a higher priorityhave been paid in full), the Issuer and Co-Issuer shall, upon demand of theTrustee or any affected Noteholder, pay to the Trustee, for the benefit of theHolder of such Note, the whole amount, if any, then due and payable on suchNote for principal and interest or other payment with interest on the overdueprincipal and, to the extent that payments of such interest shall be legallyenforceable, upon overdue installments of interest, at the applicable interestrate and, in addition thereto, such further amount as shall be sufficient tocover the costs and expenses of collection, including the reasonablecompensation, expenses, disbursements and advances of the Trustee and suchNoteholder and their respective agents and counsel.

If the Issuer or theCo-Issuer fails to pay such amounts forthwith upon such demand, the Trustee, inits own name and as Trustee of an express trust, may institute a Proceeding forthe collection of the sums so due and unpaid, and may prosecute such Proceedingto judgment or final decree, and may enforce the same against the Issuer andthe Co-Issuer or any other obligor upon the Notes and collect the Moniesadjudged or decreed to be payable in the manner provided by law out of theAssets.

If an Event of Defaultoccurs and is continuing, the Trustee may in its discretion proceed to protectand enforce its rights and the rights of the Noteholders by such appropriateProceedings as the Trustee shall deem most effectual (if no direction by aMajority of the Controlling Class is received by the Trustee), or the Trusteeshall proceed to protect and enforce its rights and the rights of theNoteholders by such Proceedings as the Trustee may be directed by Majority ofthe Controlling Class, to protect and enforce any such rights, whether for thespecific enforcement of any covenant or agreement in this Indenture or in aidof the exercise of any power granted herein, or to enforce any other properremedy or legal or equitable right vested in the Trustee by this Indenture orby law.

133

----

In case there shall be pending Proceedings relative to the Issuer orthe Co-Issuer under the Bankruptcy Code, any bankruptcy, insolvency,reorganization or similar law enacted under the laws of the Cayman Islands, orany other applicable bankruptcy, insolvency or other similar law, or in case areceiver, assignee or trustee in bankruptcy or reorganization, liquidator,sequestrator or similar official shall have been appointed for or takenpossession of the Issuer or the Co-Issuer, or their respective property, or incase of any other comparable Proceedings relative to the Issuer or theCo-Issuer, or the creditors or property of the Issuer or the Co-Issuer, theTrustee, regardless of whether the principal of any Notes shall then be due andpayable as therein expressed or by declaration or otherwise and regardless ofwhether the Trustee shall have made any demand pursuant to the provisions ofthis Section 5.3, shall be entitled and empowered, by intervention insuch Proceedings or otherwise:

### (a)      to file and prove a claim orclaims for the whole amount of principal and interest owing and unpaid inrespect of the Notes and to file such other papers or documents as may benecessary or advisable in order to have the claims of the Trustee (includingany claim for reasonable compensation to the Trustee and each predecessorTrustee, and their respective agents, attorneys and counsel, and forreimbursement of all expenses and liabilities incurred, and all advances made,by the Trustee and each predecessor Trustee, except as a result of negligenceor bad faith) and of the Noteholders allowed in any Proceedings relative to theIssuer, the Co-Issuer or other obligor upon the Notes or to the creditors orproperty of the Issuer, the Co-Issuer or such other obligor;

### (b)      unless prohibited byapplicable law and regulations, to vote on behalf of the Holders of the Notesin any election of a trustee or a standby trustee in arrangement,reorganization, liquidation or other bankruptcy or insolvency proceedings orPerson performing similar functions in comparable Proceedings; and

### (c)      to collect and receive anyMonies or other property payable to or deliverable on any such claims, and todistribute all amounts received with respect to the claims of the Noteholdersand of the Trustee on their behalf; and any trustee, receiver or liquidator,custodian or other similar official is hereby authorized by each of theNoteholders to make payments to the Trustee, and, in the event that the Trusteeshall consent to the making of payments directly to the Noteholders, to pay tothe Trustee such amounts as shall be sufficient to cover reasonablecompensation to the Trustee, each predecessor Trustee and their respectiveagents, attorneys and counsel, and all other reasonable expenses andliabilities incurred, and all advances made, by the Trustee and eachpredecessor Trustee except as a result of its own negligence or bad faith.

Nothing herein containedshall be deemed to authorize the Trustee to authorize or consent to or vote foror accept or adopt on behalf of any Noteholder, any plan of reorganization,arrangement, adjustment or composition affecting the Notes or the rights of anyHolder thereof, or to authorize the Trustee to vote in respect of the claim ofany Noteholder in any such Proceeding except, as aforesaid, to vote for theelection of a trustee in bankruptcy or similar Person.

All rights of action andof asserting claims under this Indenture, or under any of the Notes, may beenforced by the Trustee without the possession of any of the Notes or the

134

----

production thereof in any trial or other Proceedingsrelative thereto, and any action or Proceedings instituted by the Trustee shallbe brought in its own name as trustee of an express trust, and any recovery ofjudgment, shall be applied as set forth in Section 5.7.

In any Proceedingsbrought by the Trustee on behalf of the Holders, the Trustee shall be held torepresent all the Holders of the Notes.

Notwithstanding anythingin this Section 5.3 to the contrary, the Trustee may not sell orliquidate the Assets or institute Proceedings in furtherance thereof pursuantto this Section 5.3 unless the conditions specified in Section 5.5(a)are met.

## Section 5.4             Remedies.

### (a)      If an Event of Default shallhave occurred and be continuing, and the Notes have been declared due and payableand such declaration and its consequences have not been rescinded and annulled,the Issuer and the Co-Issuer agree that the Trustee may, after notice to theNoteholders and each Hedge Counterparty, and shall, upon direction by aMajority of the Controlling Class, to the extent permitted by applicable law,exercise one or more of the following rights, privileges and remedies:

#### (i)       institute Proceedings forthe collection of all amounts then payable on the Notes or otherwise payableunder this Indenture, whether by declaration or otherwise, enforce any judgmentobtained, and collect from the Assets any Monies adjudged due;

#### (ii)      sell all or a portion of theAssets or rights of interest therein, at one or more public or private salescalled and conducted in any manner permitted by law and in accordance with Section5.17 hereof;

#### (iii)     institute Proceedings fromtime to time for the complete or partial foreclosure of this Indenture withrespect to the Assets;

#### (iv)    exercise any remedies of asecured party under the UCC and take any other appropriate action to protectand enforce the rights and remedies of the Trustee and the Holders of the Noteshereunder; and

#### (v)     exercise any other rights andremedies that may be available at law or in equity;

provided,**however, that the Trustee may not sell or liquidatethe Assets or institute Proceedings in furtherance thereof pursuant to this Section5.4 unless either of the conditions specified in Section 5.5(a) ismet.

The Trustee may, but neednot, obtain and rely upon an opinion of an Independent investment banking firmof national reputation with demonstrated capabilities in structuring anddistributing notes or certificates similar to the Notes as to the feasibilityof any action proposed to be taken in accordance with this Section 5.4and as to the sufficiency of the proceeds and other amounts receivable withrespect to the Assets to make the required payments of principal of and

135

----

interest on the Notes and other amounts payablehereunder, which opinion shall be conclusive evidence as to such feasibility orsufficiency.

### (b)      If an Event of Default asdescribed in Section 5.1(e) hereof shall have occurred and becontinuing, the Trustee may, and at the request of the Holders of not less than25% of the Aggregate Outstanding Amount of the Controlling Class shall,institute a Proceeding solely to compel performance of the covenant oragreement or to cure the representation or warranty, the breach of which gaverise to the Event of Default under such Section, and enforce any equitabledecree or order arising from such Proceeding.

### (c)      Upon any Sale, whether madeunder the power of sale hereby given or by virtue of judicial proceedings, anyNoteholder or Noteholders or Preferred Shareholder or Preferred Shareholders orthe Collateral Manager or any of its Affiliates may bid for and purchase theAssets or any part thereof and, upon compliance with the terms of Sale, mayhold, retain, possess or dispose of such property in its or their own absoluteright without accountability; and any purchaser at any such Sale may, in payingthe purchase Money, turn in any of the Notes in lieu of Cash equal to theamount which shall, upon distribution of the net proceeds of such sale, bepayable on the Notes so turned in by such Holder (taking into account the Classof such Notes).  Such Notes, in case theamounts so payable thereon shall be less than the amount due thereon, shall bereturned to the Holders thereof after proper notation has been made thereon toshow partial payment.

Upon any Sale, whethermade under the power of sale hereby given or by virtue of judicial proceedings,the receipt of the Trustee or of the Officer making a sale under judicialproceedings shall be a sufficient discharge to the purchaser or purchasers atany sale for its or their purchase Money and such purchaser or purchasers shallnot be obliged to see to the application thereof.

Any such Sale, whetherunder any power of sale hereby given or by virtue of judicial proceedings,shall bind the Issuer, the Co-Issuer, the Trustee, the Noteholders and thePreferred Shareholders, shall operate to divest all right, title and interestwhatsoever, either at law or in equity, of each of them in and to the propertysold, and shall be a perpetual bar, both at law and in equity, against each ofthem and their successors and assigns, and against any and all Persons claimingthrough or under them.

### (d)      Notwithstanding any otherprovision of this Indenture, none of the Trustee, any other Secured Party orany third party beneficiary of this Indenture may, prior to the date which isone year and one day, or, if longer, the applicable preference period then ineffect, after the payment in full of all Notes, institute against, or join anyother Person in instituting against, the Issuer or the Co-Issuer anybankruptcy, reorganization, arrangement, insolvency, moratorium or liquidationproceedings, or other proceedings under federal or State bankruptcy or similarlaws of any jurisdiction.  Nothing inthis Section 5.4 shall preclude, or be deemed to stop, the Trustee (i)from taking any action prior to the expiration of the aforementioned one yearand one day (or, if longer, the applicable preference period then in effect)period in (A) any case or proceeding voluntarily filed or commenced by theIssuer or the Co-Issuer or (B) any involuntary insolvency proceeding filed orcommenced by a Person other than the Trustee, or (ii) from commencing againstthe Issuer or the Co-Issuer or any of

136

----

### theirrespective properties any legal action which is not a bankruptcy,reorganization, arrangement, insolvency, moratorium or liquidation proceeding.

## Section 5.5             Preservation of Assets.

### (a)      Notwithstanding anything tothe contrary herein, if an Event of Default shall have occurred and becontinuing when any of the Notes are Outstanding, the Trustee shall retain theAssets securing the Notes, collect and cause the collection of the proceedsthereof and make and apply all payments and deposits and maintain all accountsin respect of the Assets and the Notes in accordance with the Priority ofPayments and the provisions of Articles 10, 12 and 13unless either:

#### (i)       the Trustee, pursuant to Section5.5(c), determines that the anticipated proceeds of a sale or liquidationof the Assets (after deducting the reasonable expenses of such sale orliquidation) would be sufficient to discharge in full the amounts then due andunpaid on the Notes (except in the case of an Event of Default described inclause (j) of the definition thereof as described in Section 5.2(c)),Company Administrative Expenses due and payable pursuant to clauses (3) and(31) of Section 11.1(a)(i) and clauses (1) and (13) of Section11.1(a)(ii), the Senior Collateral Management Fees due and payable pursuantto clause (4) of Section 11.1(a)(i), the Subordinate CollateralManagement Fees due and payable pursuant to clause (32) of Section11.1(a)(i), any amounts due and unpaid to each Hedge Counterparty,including without limitation, any payments (however described) due and payableby the Issuer under each Hedge Agreement upon a termination of such HedgeAgreement (including any interest that may accrue thereon), Cure Advances andinterest thereon, and amounts due and payable to the Advancing Agent and theTrustee, in its capacity as Backup Advancing Agent, in respect of unreimbursedInterest Advances and Reimbursement Interest, and a Majority of the ControllingClass agrees with such determination; or

#### (ii)      the Holders of a Majority ofthe Aggregate Outstanding Amount of each Class of Notes (each voting as aseparate Class) (and each Hedge Counterparty, unless each shall be paid in fullthe amounts due and unpaid, including, without limitation, any payments(however described) due and payable by the Issuer under each Hedge Agreementupon a termination of such Hedge Agreement (including any interest that mayaccrue thereon)), direct, subject to the provisions of this Indenture, the saleand liquidation of the Assets.

The Trustee shall givewritten notice of the retention of the Assets to the Issuer, the Co-Issuer, theCollateral Manager, each Hedge Counterparty and the Rating Agencies.  So long as such Event of Default iscontinuing, any such retention pursuant to this Section 5.5(a) may berescinded at any time when the conditions specified in clause (i) or (ii) aboveexist.

### (b)      Nothing contained in Section5.5(a) shall be construed to require the Trustee to sell the Assetssecuring the Notes if the conditions set forth in Section 5.5(a) are notsatisfied.  Nothing contained in Section5.5(a) shall be construed to require the Trustee to preserve the Assetssecuring the Notes if prohibited by applicable law.

137

----

### (c)      In determining whether thecondition specified in Section 5.5(a)(i) exists, the Collateral Managershall obtain bid prices with respect to each Pledged Collateral Debt Securityfrom two dealers (Independent of the Collateral Manager and any of itsAffiliates) at the time making a market in such Pledged Collateral DebtSecurities (or, if there is only one market maker, then the Collateral Managershall obtain a bid price from that market maker or, if no market maker, from apricing service).  The Collateral Managershall compute the anticipated proceeds of sale or liquidation on the basis ofthe lowest of such bid prices for each such Pledged Collateral DebtSecurity.  For the purposes ofdetermining issues relating to the Market Value of the Pledged Collateral DebtSecurity and the execution of a sale or other liquidation thereof, the Trusteemay, but need not, retain at the expense of the Issuer and rely on an opinion ofan Independent investment banking firm of national reputation in connectionwith a determination (notwithstanding that such opinion will not be the basisfor such determination) as to whether the condition specified in Section5.5(a)(i) exists.

The Trustee shallpromptly deliver to the Noteholders and each Hedge Counterparty a reportstating the results of any determination required to be made pursuant to Section5.5(a)(i).  The Trustee shall makethe determinations required by Section 5.5(a)(i) within thirty (30) days after an Event ofDefault if requested by a Majority of the Controlling Class.

## Section 5.6             Trustee May Enforce Claims WithoutPossession of Notes.

All rights of action andclaims under this Indenture or under any of the Notes may be prosecuted andenforced by the Trustee without the possession of any of the Notes or theproduction thereof in any trial or other Proceeding relating thereto, and anysuch action or Proceeding instituted by the Trustee shall be brought in its ownname as trustee of an express trust.  Anyrecovery of judgment in respect of the Notes shall be applied as set forth in Section5.7 hereof.

In any Proceedingsbrought by the Trustee (and any Proceedings involving the interpretation of anyprovision of this Indenture to which the Trustee shall be a party), in respectof the Notes, the Trustee shall be held to represent all the Holders of theNotes.

## Section 5.7             Application of Money Collected.

Any Money collected bythe Trustee with respect to the Notes pursuant to this Article 5 and anyMoney that may then be held or thereafter received by the Trustee with respectto the Notes hereunder shall be applied subject to Section 13.1 hereofand in accordance with the Priority of Payments set forth in Section 11.1hereof, at the date or dates fixed by the Trustee.

## Section 5.8             Limitation on Suits.

No Holder of any Notesshall have any right to institute any Proceedings, judicial or otherwise, withrespect to this Indenture, or for the appointment of a receiver or trustee, orfor any other remedy hereunder, unless:

### (a)      such Holder has previouslygiven to the Trustee written notice of an Event of Default;

138

----

### (b)      except as otherwise providedin Section 5.9 hereof, the Holders of at least 25% of the then AggregateOutstanding Amount of the Controlling Class shall have made written request tothe Trustee to institute Proceedings in respect of such Event of Default in itsown name as Trustee hereunder and such Holder or Holders have offered to theTrustee reasonable indemnity against the costs, expenses and liabilities to beincurred in compliance with such request;

### (c)      the Trustee for thirty (30)days after its receipt of such notice, request and offer of indemnity hasfailed to institute any such Proceeding; and

### (d)      no direction inconsistentwith such written request has been given to the Trustee during such 30-dayperiod by a Majority of the Controlling Class; it being understood and intendedthat no one or more Holders of Notes shall have any right in any mannerwhatever by virtue of, or by availing of, any provision of this Indenture toaffect, disturb or prejudice the rights of any other Holders of Notes of thesame Class or to obtain or to seek to obtain priority or preference over anyother Holders of the Notes of the same Class or to enforce any right under thisIndenture, except in the manner herein provided and for the equal and ratablebenefit of all the Holders of Notes of the same Class subject to and inaccordance with Section 13.1 hereof and the Priority of Payments.

In the event the Trusteeshall receive conflicting or inconsistent requests and indemnity from two ormore groups of Holders of the Controlling Class, each representing less than aMajority of the Controlling Class, the Trustee in its sole discretion maydetermine what action, if any, shall be taken, notwithstanding any otherprovisions of this Indenture.

## Section 5.9             Unconditional Rights of Noteholders toReceive Principal and Interest.

Notwithstanding any otherprovision in this Indenture (except for Section 2.7(n) and 2.7(v)),the Holder of any Class of Note shall have the right, which is absolute andunconditional, to receive payment of the principal of and interest on suchClass of Note as such principal, interest and other amounts become due andpayable in accordance with the Priority of Payments and Section 13.1,and, subject to the provisions of Section 5.4(d) and Section 5.8to institute Proceedings for the enforcement of any such payment, and suchright shall not be impaired without the consent of such Holder; provided,**however, that the right of such Holder to instituteproceedings for the enforcement of any such payment shall not be subject to the25% threshold requirement set forth in Section 5.8(b).

## Section 5.10           Restoration ofRights and Remedies.

If the Trustee or anyNoteholder has instituted any Proceeding to enforce any right or remedy underthis Indenture and such Proceeding has been discontinued or abandoned for anyreason, or has been determined adversely to the Trustee, or to such Noteholder,then and in every such case the Issuer, the Co-Issuer, the Trustee, and theNoteholder shall, subject to any determination in such Proceeding, be restoredseverally and respectively to their former positions hereunder, and thereafterall rights and remedies of the Trustee, and the Noteholders shall continue asthough no such Proceeding had been instituted.

139

----

## Section 5.11           Rights and RemediesCumulative.

No right or remedy hereinconferred upon or reserved to the Trustee, or to the Noteholders, is intendedto be exclusive of any other right or remedy, and every right and remedy shall,to the extent permitted by law, be cumulative and in addition to every otherright and remedy given hereunder or now or hereafter existing at law or inequity or otherwise.  The assertion oremployment of any right or remedy hereunder, or otherwise, shall not preventthe concurrent assertion or employment of any other appropriate right orremedy.

## Section 5.12           Delay or OmissionNot Waiver.

No delay or omission ofthe Trustee, or of any Noteholder to exercise any right or remedy accruing uponany Event of Default shall impair any such right or remedy or constitute awaiver of any such Event of Default or an acquiescence therein or a waiver of asubsequent Event of Default.  Every rightand remedy given by this Article 5 or by law to the Trustee, or to theNoteholders may be exercised from time to time, and as often as may be deemedexpedient, by the Trustee, or by the Noteholders, as the case may be.

## Section 5.13           Control by theControlling Class.

Notwithstanding any otherprovision of this Indenture, if an Event of Default shall have occurred and becontinuing when any of the Notes are Outstanding, a Majority of the ControllingClass shall have the right to cause the institution of and direct the time,method and place of conducting any Proceeding for any remedy available to theTrustee for exercising any trust, right, remedy or power conferred on theTrustee in respect of the Notes; provided**that:

### (a)      such direction shall notconflict with any rule of law or with this Indenture (including, withoutlimitation, any provision hereof providing a limitation on the liability of theCo-Issuers as set forth in Section 2.7(v));

### (b)      the Trustee may take anyother action deemed proper by the Trustee that is not inconsistent with suchdirection; provided,**however,that, subject to Section 6.1, the Trustee need not take any action thatit determines might involve it in liability (unless the Trustee has receivedsatisfactory indemnity against such liability as set forth below);

### (c)      the Trustee shall have beenprovided with indemnity satisfactory to it; and

### (d)      any direction to the Trusteeto undertake a Sale of the Assets shall be by the Holders of Notes securedthereby representing a Majority of the Aggregate Outstanding Amount of eachClass of Notes.

## Section 5.14           Waiver of PastDefaults.

Prior to the time ajudgment or decree for payment of the Money due has been obtained by theTrustee, as provided in this Article 5, a Majority of each and everyClass of Notes voting as a separate Class may on behalf of the Holders of allthe Notes waive any past Default in respect of the Notes and its consequences,except a Default:

140

----

### (a)      in the payment of  principal of any Note;

### (b)      in the payment of interestin respect of the Class A Notes and the Class B Notes and any other Class ofNotes (to the extent such Class of Notes is the Controlling Class at suchtime);

### (c)      in respect of a covenant orprovision hereof that under Section 8.2 cannot be modified or amendedwithout the waiver or consent of the Holder of each Outstanding Note adverselyaffected thereby; or

### (d)      in respect of any covenantor provision hereof for the individual protection or benefit of the Trustee(without the Trustee’s express written consent thereto);

### provided that the Controlling Class aloneshall have the right to waive an Event of Default described in clause (j) ofthe definition thereof.

In the case of any suchwaiver, the Issuer, the Co-Issuer, the Trustee, and the Holders of the Notesshall be restored to their former positions and rights hereunder, respectively,but no such waiver shall extend to any subsequent or other Default or impairany right consequent thereto.  TheTrustee shall promptly give written notice of any such waiver to the CollateralManager, each Noteholder and each Hedge Counterparty.

Upon any such waiver,such Default shall cease to exist, and any Event of Default arising therefromshall be deemed to have been cured, for every purpose of this Indenture, but nosuch waiver shall extend to any subsequent or other Default or impair any rightconsequent thereto.

## Section 5.15           Undertaking forCosts.

All parties to thisIndenture agree, and each Holder of any Note by its acceptance thereof shall bedeemed to have agreed, that any court may in its discretion require, in anysuit for the enforcement of any right or remedy under this Indenture, or in anysuit against the Trustee for any action taken, or omitted by it as Trustee, thefiling by any party litigant in such suit of an undertaking to pay the costs ofsuch suit, and that such court may in its discretion assess reasonable costs,including reasonable attorneys’ fees, against any party litigant in such suit,having due regard to the merits and good faith of the claims or defenses madeby such party litigant; but the provisions of this Section 5.15 shallnot apply to any suit instituted by the Trustee, to any suit instituted by anyNoteholder, or group of Noteholders, holding in the aggregate more than 10% ofthe Aggregate Outstanding Amount of the Controlling Class, or to any suitinstituted by any Noteholder for the enforcement of the payment of theprincipal of or interest on any Note or any other amount payable hereunder onor after the Stated Maturity (or, in the case of redemption, on or after theapplicable Redemption Date).

## Section 5.16           Waiver of Stay orExtension Laws.

Each of the Issuer andthe Co-Issuer covenants (to the extent that it may lawfully do so) that it willnot at any time insist upon, or plead, or in any manner whatsoever claim ortake the benefit or advantage of, any stay or extension law wherever enacted,now or at any time

141

----

hereafter in force, which may affect the covenants,the performance of or any remedies under this Indenture; and each of the Issuerand the Co-Issuer (to the extent that it may lawfully do so) hereby expresslywaives all benefit or advantage of any such law, and covenants that it will nothinder, delay or impede the execution of any power herein granted to theTrustee, but will suffer and permit the execution of every such power as thoughno such law had been enacted.

## Section 5.17           Sale of Assets.

### (a)      The power to effect any sale(a “Sale”) ofany portion of the Assets pursuant to Sections 5.4 and 5.5 hereofshall not be exhausted by any one or more Sales as to any portion of suchAssets remaining unsold, but shall continue unimpaired until all amountssecured by the Assets shall have been paid or if there are insufficientproceeds to pay such amount until the entire Assets shall have been sold.  The Trustee may upon notice to theSecurityholders and each Hedge Counterparty, and shall, upon direction of aMajority of the Controlling Class, from time to time postpone any Sale bypublic announcement made at the time and place of such Sale; provided,**however, that if the Sale is rescheduled for a datemore than three Business Days after the date of the determination by theTrustee pursuant to Section 5.5 hereof, such Sale shall not occur unlessand until the Trustee has again made the determination required by Section5.5 hereof.  The Trustee herebyexpressly waives its rights to any amount fixed by law as compensation for anySale; provided**that theTrustee shall be authorized to deduct the reasonable costs, charges andexpenses incurred by it in connection with such Sale from the proceeds thereofnotwithstanding the provisions of Section 6.7 hereof.

### (b)      The Trustee may bid for andacquire any portion of the Assets in connection with a public Sale thereof, andmay pay all or part of the purchase price by crediting against amounts owing onthe Notes or other amounts secured by the Assets, all or part of the netproceeds of such Sale after deducting the reasonable costs, charges andexpenses incurred by the Trustee in connection with such Sale notwithstandingthe provisions of Section 6.7 hereof. The Notes need not be produced in order to complete any such Sale, or inorder for the net proceeds of such Sale to be credited against amounts owing onthe Notes.  The Trustee may hold, lease,operate, manage or otherwise deal with any property so acquired in any mannerpermitted by law in accordance with this Indenture.

### (c)      If any portion of the Assetsconsists of securities issued without registration under the Securities Act (“Unregistered Securities”),the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counselcan be obtained and with the consent of a Majority of the Controlling Class,seek a no action position from the Securities and Exchange Commission or anyother relevant federal or State regulatory authorities, regarding the legalityof a public or private Sale of such Unregistered Securities.  In no event shall the Trustee be required toregister Unregistered Securities under the Securities Act.

### (d)      The Trustee shall executeand deliver an appropriate instrument of conveyance transferring its interestin any portion of the Assets in connection with a Sale thereof.  In addition, the Trustee is herebyirrevocably appointed the agent and attorney in fact of the Issuer to transferand convey its interest in any portion of the Assets in connection with a Salethereof, and to take all action necessary to effect such Sale.  No purchaser or transferee

142

----

### at such a Saleshall be bound to ascertain the Trustee’s authority, to inquire into thesatisfaction of any conditions precedent or see to the application of anyMonies.

### (e)      In the event of any Sale ofthe Assets pursuant to Section 5.4 or Section 5.5, payments shallbe made in the order and priority set forth in Section 11.1(a)(i) and Section11.1(a)(ii) in the same manner as if the Notes had been accelerated.

## Section 5.18           Action on the Notes.

The Trustee’s right toseek and recover judgment on the Notes or under this Indenture shall not beaffected by the seeking or obtaining of or application for any other reliefunder or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of theTrustee, or the Noteholders shall be impaired by the recovery of any judgmentby the Trustee against the Issuer or the Co-Issuer or by the levy of anyexecution under such judgment upon any portion of the Assets or upon any of theassets of the Issuer or the Co-Issuer.

143

----

# **ARTICLE 6**

# **THETRUSTEE**

## Section 6.1             Certain Duties and Responsibilities.

### (a)      Except during thecontinuance of an Event of Default:

#### (i)       the Trustee undertakes toperform such duties and only such duties as are set forth in this Indenture,and no implied covenants or obligations shall be read into this Indentureagainst the Trustee; and

#### (ii)      in the absence of manifesterror, or bad faith on its part, the Trustee may conclusively rely, as to thetruth of the statements and the correctness of the opinions expressed therein,upon certificates or opinions furnished to the Trustee and conforming to therequirements of this Indenture; provided,**however,that in the case of any such certificates or opinions which by any provisionhereof are specifically required to be furnished to the Trustee, the Trusteeshall be under a duty to examine the same to determine whether or not theysubstantially conform to the requirements of this Indenture and shall promptly,but in any event within three Business Days in the case of an Officer’sCertificate furnished by the Collateral Manager, notify the party deliveringthe same if such certificate or opinion does not conform.  If a corrected form shall not have beendelivered to the Trustee within fifteen (15) days after such notice from theTrustee, the Trustee shall so notify the Noteholders.

### (b)      In case an Event of Defaultknown to the Trustee has occurred and is continuing, the Trustee shall, priorto the receipt of directions, if any, from a Majority of the Controlling Class(or other Noteholders to the extent provided in Article 5 hereof),exercise such of the rights and powers vested in it by this Indenture, and usethe same degree of care and skill in its exercise as a prudent person wouldexercise or use under the circumstances in the conduct of such person’s ownaffairs.

### (c)      If, in performing its dutiesunder this Agreement, the Trustee is required to decide between alternativecourses of action, the Trustee may request written instructions from theCollateral Manager as to courses of action desired by it.  If the Trustee does not receive suchinstructions within two (2) Business Days after it has requested them, it may,but shall be under no duty to, take or refrain from taking such action.  The Trustee shall act in accordance withinstructions received after such two-Business Day period except to the extentit has already taken, or committed itself to take, action inconsistent withsuch instructions.  The Trustee shall beentitled to rely on the advice of legal counsel and Independent accountants inperforming its duties hereunder and be deemed to have acted in good faith if itacts in accordance with such advice.

144

----

### (d)      No provision of thisIndenture shall be construed to relieve the Trustee from liability for its ownnegligent action, its own negligent failure to act, or its own willfulmisconduct, except that:

#### (i)           this subsection shallnot be construed to limit the effect of subsection (a) of this Section 6.1;

#### (ii)          the Trustee shall not beliable for any error of judgment made in good faith by a Trust Officer, unlessit shall be proven that the Trustee was negligent in ascertaining the pertinentfacts;

#### (iii)         the Trustee shall not beliable with respect to any action taken or omitted to be taken by it in goodfaith in accordance with the direction of the Issuer in accordance with thisIndenture and/or the Controlling Class relating to the time, method and placeof conducting any Proceeding for any remedy available to the Trustee in respectof any Note or exercising any trust or power conferred upon the Trustee underthis Indenture;

#### (iv)        no provision of thisIndenture shall require the Trustee to expend or risk its own funds orotherwise incur any financial liability in the performance of any of its dutieshereunder, or in the exercise of any of its rights or powers contemplatedhereunder, if it shall have reasonable grounds for believing that repayment ofsuch funds or adequate indemnity against such risk or liability is notreasonably assured to it (if the amount of such funds or risk or liability doesnot exceed the amount payable to the Trustee pursuant to Section11.1(a)(i)(3) and Section 11.1(a)(ii)(1) net of the amountsspecified in Section 6.7(a)(i), the Trustee shall be deemed to bereasonably assured of such repayment) unless such risk or liability relates toits ordinary services under this Indenture, except where this Indentureprovides otherwise; and

#### (v)         the Trustee shall not beliable to the Noteholders for any action taken or omitted by it at thedirection of the Issuer, the Co-Issuer, the Collateral Manager, the ControllingClass and/or a Noteholder under circumstances in which such direction is requiredor permitted by the terms of this Indenture.

### (e)      For all purposes under thisIndenture, the Trustee shall not be deemed to have notice or knowledge of anyEvent of Default described in Section 5.1(d), 5.1(f), 5.1(g), 5.1(h) or 5.1(i)or any Default described in Section 5.1(e) unless a Trust Officerassigned to and working in the Corporate Trust Office has actual knowledgethereof or unless written notice of any event which is in fact such an Event ofDefault or Default is received by the Trustee at the Corporate Trust Office,and such notice references, as applicable, the Notes generally, the Issuer, theAssets or this Indenture.  For purposesof determining the Trustee’s responsibility and liability hereunder, wheneverreference is made in this Indenture to such an Event of Default or a Default,such reference shall be construed to refer only to such an Event of Default orDefault of which the Trustee is deemed to have notice as described in this Section6.1.

145

----

### (f)       Whether or not thereinexpressly so provided, every provision of this Indenture relating to theconduct or affecting the liability of or affording protection to the Trusteeshall be subject to the provisions of Section 6.1(a), 6.1(b), 6.1(c),6.1(d) and 6.1(e).

### (g)      The Trustee shall, upon reasonableprior written notice to the Trustee, permit the Issuer, the Co-Issuer, theCollateral Manager or the Rating Agencies, during the Trustee’s normal businesshours, to examine all books of account, records, reports and other papers ofthe Trustee relating to the Notes, to make copies and extracts therefrom (thereasonable out-of-pocket expenses incurred in making any such copies orextracts to be reimbursed to the Trustee by such Person) and to discuss theTrustee’s actions, as such actions relate to the Trustee’s duties with respectto the Notes, with the Trustee’s officers and employees responsible forcarrying out the Trustee’s duties with respect to the Notes.

## Section 6.2             Notice of Default.

Promptly (and in no eventlater than three Business Days) after the occurrence of any Default known tothe Trustee or after any declaration of acceleration has been made or deliveredto the Trustee pursuant to Section 5.2, the Trustee shall transmit bymail to the Collateral Manager, the Irish Paying Agent (for so long as anyNotes are listed on the Irish Stock Exchange), each Hedge Counterparty and eachRating Agency (for so long as any Class of Notes is Outstanding and rated bysuch Rating Agency), to all Holders of Notes as their names and addressesappear on the Notes Register, notice of all Defaults hereunder known to theTrustee, unless such Default shall have been cured or waived.

## Section 6.3             Certain Rights of Trustee.

Except as otherwiseprovided in Section 6.1:

### (a)      the Trustee may rely andshall be protected in acting or refraining from acting upon any resolution,certificate, statement, instrument, opinion, report, notice, request,direction, consent, order, note or other paper or document believed by it to begenuine and to have been signed or presented by the proper party or parties;

### (b)      any request or direction ofthe Issuer or the Co-Issuer mentioned herein shall be sufficiently evidenced byan Issuer Request or Issuer Order, as the case may be;

### (c)      whenever in theadministration of this Indenture the Trustee shall (i) deem it desirable that amatter be proved or established prior to taking, suffering or omitting anyaction hereunder, the Trustee (unless other evidence be herein specificallyprescribed) may, in the absence of bad faith on its part, rely upon an Officer’sCertificate or (ii) be required to determine the value of any Assets or fundshereunder or the cash flows projected to be received therefrom, the Trusteemay, in the absence of bad faith on its part, rely on reports of nationallyrecognized accountants, investment bankers or other persons qualified toprovide the information required to make such determination, includingnationally recognized dealers in securities of the type being valued andsecurities quotation services;

### (d)      as a condition to the takingor omitting of any action by it hereunder, the Trustee may consult with counseland the advice of such counsel or any Opinion of Counsel

146

----

### shall be fulland complete authorization and protection in respect of any action taken oromitted by it hereunder in good faith and in reliance thereon;

### (e)      the Trustee shall be underno obligation to exercise or to honor any of the rights or powers vested in itby this Indenture at the request or direction of any of the Noteholderspursuant to this Indenture, unless such Noteholders shall have offered to theTrustee reasonable security or indemnity against the costs, expenses andliabilities which might reasonably be incurred by it in compliance with suchrequest or direction;

### (f)       the Trustee shall not bebound to make any investigation into the facts or matters stated in anyresolution, certificate, statement, instrument, opinion, report, notice,request, direction, consent, order, note or other paper documents, but theTrustee, in its discretion, may and, upon the written direction of a Majorityof the Controlling Class or of a Rating Agency, shall make such further inquiryor investigation into such facts or matters as it may see fit or as it shall bedirected and shall have received indemnification reasonably acceptable to theTrustee, and, the Trustee shall be entitled, on reasonable prior notice to theIssuer, the Co-Issuer and the Collateral Manager, to examine the books andrecords relating to the Notes and the Assets, as applicable, at the premises ofthe Issuer, the Co-Issuer and the Collateral Manager, personally or by agent orattorney during the Issuer’s, the Co-Issuer’s or the Collateral Manager’snormal business hours upon not less than three Business Days’ prior writtennotice; provided**that theTrustee shall, and shall cause its agents to, hold in confidence all suchinformation, except (i) to the extent disclosure may be required by law by anyregulatory authority and (ii) to the extent that the Trustee, in its solejudgment, may determine that such disclosure is consistent with its obligationshereunder;

### (g)      the Trustee may execute anyof the trusts or powers hereunder or perform any duties hereunder (except withrespect to its duty to make any Interest Advance under the circumstancesspecified in Section 10.10) either directly or by or through agents orattorneys; provided**that theTrustee shall not be responsible for any willful misconduct or negligence onthe part of any agent appointed and supervised, or attorney appointed, with duecare by it hereunder;

### (h)      the Trustee shall not beliable for any action it takes or omits to take in good faith that itreasonably and prudently believes to be authorized or within its rights orpowers hereunder;

### (i)       the Trustee shall not beresponsible for the accuracy of the books or records of, or for any acts oromissions of, the Depository, any Transfer Agent (other than the Trustee itselfacting in that capacity), Clearstream, Luxembourg, Euroclear, any CalculationAgent (other than the Trustee itself acting in that capacity) or any PayingAgent (other than the Trustee itself acting in that capacity); and

### (j)       the Trustee shall not beliable for the actions or omissions of the Collateral Manager; and withoutlimiting the foregoing, the Trustee shall not (except to the extent, if at all,otherwise expressly stated in this Indenture) be under any obligation tomonitor, evaluate or verify compliance by the Collateral Manager with the termshereof or the Collateral Management Agreement, or to verify or independentlydetermine the accuracy of information

147

----

### received by itfrom the Collateral Manager (or from any selling institution, agent bank,trustee or similar source) with respect to the Collateral Debt Securities.

## Section 6.4             Not Responsible for Recitals or Issuanceof Notes.

The recitals containedherein and in the Notes, other than the Certificate of Authentication thereon,shall be taken as the statements of the Issuer and the Co-Issuer, and theTrustee assumes no responsibility for their correctness.  The Trustee makes no representation as to thevalidity or sufficiency of this Indenture (except as may be made with respectto the validity of the Trustee’s obligations hereunder), the Assets or theNotes.  The Trustee shall not beaccountable for the use or application by the Issuer or the Co-Issuer of theNotes or the proceeds thereof or any Money paid to the Issuer or the Co-Issuerpursuant to the provisions hereof.

## Section 6.5             May Hold Notes.

The Trustee, the PayingAgent, the Notes Registrar or any other agent of the Issuer or the Co-Issuer,in its individual or any other capacity, may become the owner or pledgee ofNotes and may otherwise deal with the Issuer and the Co-Issuer with the samerights it would have if it were not Trustee, Paying Agent, Notes Registrar orsuch other agent.

## Section 6.6             Money Held in Trust.

Money held by the Trusteehereunder shall be held in trust to the extent required herein.  The Trustee shall be under no liability forinterest on any Money received by it hereunder except as otherwise agreed uponwith the Issuer and except to the extent of income or other gain on investmentswhich are deposits in or certificates of deposit of the Trustee in itscommercial capacity and income or other gain actually received by the Trusteeon Eligible Investments.

## Section 6.7             Compensation and Reimbursement.

### (a)      The Issuer agrees:

#### (i)       to pay the Trustee on eachPayment Date in accordance with the Priority of Payments reasonablecompensation for all services rendered by it hereunder (which compensation shallnot be limited by any provision of law in regard to the compensation of atrustee of an express trust);

#### (ii)      except as otherwiseexpressly provided herein, to reimburse the Trustee (subject to any writtenagreement between the Issuer and the Trustee) in a timely manner upon itsrequest for all reasonable expenses, disbursements and advances (except asotherwise provided herein with respect to Interest Advances) incurred or madeby the Trustee in accordance with any provision of this Indenture (includingsecurities transaction charges to the extent not waived due to the Trustee’sreceipt of payments from a financial institution with respect to certainEligible Investments, as specified by the Collateral Manager and the reasonablecompensation and expenses and disbursements of its agents and legal counsel andof any accounting firm or investment banking firm employed by the Trusteepursuant to Section 5.4, 5.5, 10.12 or 10.14hereof, except any

148

----

#### such expense,disbursement or advance as may be attributable to its negligence, willfulmisconduct or bad faith);

#### (iii)     to indemnify the Trustee andits Officers, directors, employees and agents for, and to hold them harmlessagainst, any loss, liability or expense incurred without negligence, willfulmisconduct or bad faith on their part, arising out of or in connection with theacceptance or administration of this trust, including the costs and expenses ofdefending themselves against any claim or liability in connection with theexercise or performance of any of their powers or duties hereunder; and

#### (iv)    to pay the Trustee reasonableadditional compensation together with its expenses (including reasonablecounsel fees) for any collection action taken pursuant to Section 6.13hereof.

### (b)      The Issuer may remit paymentfor such fees and expenses to the Trustee or, in the absence thereof, theTrustee may from time to time deduct payment of its fees and expenses hereunderfrom Monies on deposit in the Payment Account in accordance with the Priorityof Payments.

### (c)      The Trustee in its capacityas Trustee, Paying Agent, Calculation Agent, Transfer Agent, CustodialSecurities Intermediary, Backup Advancing Agent and Notes Registrar, herebyagrees not to cause the filing of a petition in bankruptcy against the Issueror the Co-Issuer until at least one year and one day or, if longer, theapplicable preference period then in effect after the payment in full of allNotes issued under this Indenture.  Thisprovision shall survive termination of this Agreement.

### (d)      The Trustee agrees that thepayment of all amounts to which it is entitled pursuant to sub-sections6.7(a)(i), (a)(ii), (a)(iii) and (a)(iv) shall besubject to the Priority of Payments, shall be payable only to the extent fundsare available in accordance with such Priority of Payments, shall be payablesolely from the Assets and following realization of the Assets, any such claimsof the Trustee against the Issuer, and all obligations of the Issuer, shall beextinguished.  The Trustee will have alien upon the Assets to secure the payment of such payments to it in accordancewith the Priority of Payments; provided**thatthe Trustee shall not institute any proceeding for enforcement of such lienexcept in connection with an action taken pursuant to Section 5.3 hereoffor enforcement of the lien of this Indenture for the benefit of theNoteholders.

Fees shall be accrued onthe actual number of days in the related Interest Accrual Period.  The Trustee shall receive amounts pursuant tothis Section 6.7 and Sections 11.1(a)(i) and (ii) only tothe extent that such payment is made in accordance with the Priority ofPayments and the failure to pay such amounts to the Trustee will not, byitself, constitute an Event of Default. Subject to Section 6.9, the Trustee shall continue to serve asTrustee under this Indenture notwithstanding the fact that the Trustee shallnot have received amounts due to it hereunder. No direction by a Majority of the Controlling Class shall affect theright of the Trustee to collect amounts owed to it under this Indenture.

149

----

If on any Payment Date when any amount shall be payable to the Trusteepursuant to this Indenture is not paid because there are insufficient fundsavailable for the payment thereof, all or any portion of such amount not sopaid shall be deferred and payable on any later Payment Date on which a feeshall be payable and sufficient funds are available therefor in accordance withthe Priority of Payments.

## Section 6.8             Corporate Trustee Required; Eligibility.

There shall at all timesbe a Trustee hereunder which shall be a corporation organized and doingbusiness under the laws of the United States of America or of any Statethereof, authorized under such laws to exercise corporate trust powers, havinga combined capital and surplus of at least U.S.$200,000,000, subject tosupervision or examination by federal or State authority, having a rating of atleast “A2” by Moody’s, a rating of at least “BBB” by Fitch and a long-termsenior unsecured debt rating of at least “A+” and a short-term debt rating ofat least “A-1” by S&P and having an office within the United States.  If such corporation publishes reports ofcondition at least annually, pursuant to law or to the requirements of theaforesaid supervising or examining authority, then for the purposes of this Section6.8, the combined capital and surplus of such corporation shall be deemedto be its combined capital and surplus as set forth in its most recent reportof condition so published.  If at anytime the Trustee shall cease to be eligible in accordance with the provisionsof this Section 6.8, it shall resign immediately in the manner and withthe effect hereinafter specified in this Article 6.

## Section 6.9             Resignation and Removal; Appointment ofSuccessor.

### (a)      No resignation or removal ofthe Trustee and no appointment of a successor Trustee pursuant to this Article6 shall become effective until the acceptance of appointment by thesuccessor Trustee under Section 6.10.

### (b)      The Trustee may resign atany time by giving written notice thereof to the Issuer, the Co-Issuer, theCollateral Manager, each Hedge Counterparty, the Noteholders and each RatingAgency.  Upon receiving such notice ofresignation, the Issuer and the Co-Issuer shall promptly appoint a successortrustee or trustees by written instrument, in duplicate, executed by anAuthorized Officer of the Issuer and an Authorized Officer of the Co-Issuer,one copy of which shall be delivered to the Trustee so resigning and one copyto the successor Trustee or Trustees, together with a copy to each Noteholder,each Hedge Counterparty and the Collateral Manager; provided**that such successor Trustee shall be appointed only uponthe written consent of a Majority of the Notes (or if there are no NotesOutstanding, a Majority of the Preferred Shares) or, at any time when an Eventof Default shall have occurred and be continuing or when a successor Trusteehas been appointed pursuant to Section 6.10, by Act of a Majority of theControlling Class.  If no successorTrustee shall have been appointed and an instrument of acceptance by asuccessor Trustee shall not have been delivered to the Trustee within thirty (30) days after the giving ofsuch notice of resignation, the resigning Trustee, the Controlling Class ofNotes or any Holder of a Note, on behalf of himself and all others similarlysituated, may petition any court of competent jurisdiction for the appointmentof a successor Trustee.

150

----

### (c)      The Trustee is subject toremoval by act of a Majority of the Holders of the Notes (or if there are noNotes Outstanding, a Majority of the Preferred Shares) or, at any time when anEvent of Default shall have occurred and be continuing or when a successorTrustee has been appointed pursuant to Section 6.10, by Act of aMajority of the Controlling Class, upon written notice delivered to the Trusteeand to the Issuer and the Co-Issuer.

### (d)      If at any time:

#### (i)           the Trustee shallcease to be eligible under Section 6.8 and shall fail to resign afterwritten request therefor by the Issuer, the Co-Issuer, or by any Holder; or

#### (ii)          the Trustee shallbecome incapable of acting or there shall be instituted any proceeding pursuantto which it could be adjudged as bankrupt or insolvent or a receiver orliquidator of the Trustee or of its property shall be appointed or any publicofficer shall take charge or control of the Trustee or of its property oraffairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case(subject to Section 6.9(a)), (a) the Issuer or the Co-Issuer, by IssuerOrder, subject to the written consent of each Hedge Counterparty, may removethe Trustee or (b) subject to Section 5.15, a Majority of theControlling Class or any Holder may, on behalf of himself and all otherssimilarly situated, petition any court of competent jurisdiction for theremoval of the Trustee and the appointment of a successor Trustee.

### (e)      If the Trustee shallresign, be removed or become incapable of acting, or if a vacancy shall occurin the office of the Trustee for any reason, the Issuer and the Co-Issuer, byIssuer Order, subject to the written consent of each Hedge Counterparty and theCollateral Manager, shall promptly appoint a successor Trustee.  If the Issuer and the Co-Issuer shall fail toappoint a successor Trustee within sixty (60) days after such resignation,removal or incapability or the occurrence of such vacancy, a successor Trusteemay be appointed by Act of a Majority of the Controlling Class delivered to theIssuer, the Co-Issuer, the Collateral Manager and the retiring Trustee.  The successor Trustee so appointed shall,forthwith upon its acceptance of such appointment, become the successor Trusteeand supersede any successor Trustee proposed by the Issuer and theCo-Issuer.  If no successor Trustee shallhave been so appointed by the Issuer and the Co-Issuer or a Majority of theControlling Class and shall have accepted appointment in the manner hereinafterprovided, subject to Section 5.15, each Hedge Counterparty, theControlling Class or any Holder may, on behalf of itself or himself and allothers similarly situated, petition any court of competent jurisdiction for theappointment of a successor Trustee.

### (f)       The Issuer and theCo-Issuer shall give prompt notice of each resignation and each removal of theTrustee and each appointment of a successor Trustee by mailing written noticeof such event by first class mail, postage prepaid, to each Rating Agency, eachHedge Counterparty, the Preferred Shares Paying Agent and to the Holders of theNotes as their names and addresses appear in the Notes Register.  Each notice shall include the name of thesuccessor Trustee and the address of its Corporate Trust Office.  If the Issuer or the Co-Issuer fail to mailsuch notice within ten days after acceptance of appointment by the

151

----

### successor Trustee, the successor Trustee shall cause such notice to begiven at the expense of the Issuer or the Co-Issuer, as the case may be.

## Section 6.10           Acceptance of Appointment bySuccessor.

Every successor Trusteeappointed hereunder shall execute, acknowledge and deliver to the Issuer, theCo-Issuer, each Hedge Counterparty, the Collateral Manager and the retiringTrustee an instrument accepting such appointment.  Upon delivery of the required instruments,the resignation or removal of the retiring Trustee shall become effective andsuch successor Trustee, without any further act, deed or conveyance, shallbecome vested with all the rights, powers, trusts, duties and obligations ofthe retiring Trustee; but, on request of the Issuer and the Co-Issuer or aMajority of the Controlling Class or the Collateral Manager or the successorTrustee, such retiring Trustee shall, upon payment of its charges then unpaid,execute and deliver an instrument transferring to such successor Trustee allthe rights, powers and trusts of the retiring Trustee, and shall duly assign,transfer and deliver to such successor Trustee all property and Money held bysuch retiring Trustee hereunder, subject nevertheless to its lien, if any,provided for in Section 6.7(d). Upon request of any such successor Trustee, the Issuer and the Co-Issuershall execute any and all instruments for more fully and certainly vesting inand confirming to such successor Trustee all such rights, powers and trusts.

No successor Trusteeshall accept its appointment unless at the time of such acceptance suchsuccessor shall be qualified and eligible under this Article 6 and (a)such successor shall have long term debt rated within the four (4) highestrating categories by each Rating Agency, and (b) each Rating Agency hasconfirmed in writing that the employment of such successor would not adverselyaffect the rating on the Notes.

## Section 6.11           Merger, Conversion, Consolidationor Succession to Business of Trustee.

Any corporation orbanking association into which the Trustee may be merged or converted or withwhich it may be consolidated, or any corporation or banking associationresulting from any merger, conversion or consolidation to which the Trusteeshall be a party, or any corporation succeeding to all or substantially all ofthe corporate trust business of the Trustee, shall be the successor of theTrustee hereunder, provided such corporation shall be otherwisequalified and eligible under this Article 6, without the execution orfiling of any paper or any further act on the part of any of the partieshereto.  In case any of the Notes havebeen authenticated, but not delivered, by the Trustee then in office, anysuccessor by merger, conversion or consolidation to such authenticating Trusteemay adopt such authentication and deliver the Notes so authenticated with thesame effect as if such successor Trustee had itself authenticated such Notes.

## Section 6.12           Co-Trustees and Separate Trustee.

At any time or times,including for the purpose of meeting the legal requirements of any jurisdictionin which any part of the Assets may at the time be located, the Issuer, theCo-Issuer and the Trustee shall have power to appoint, one or more Persons toact as co-trustee jointly with the Trustee of all or any part of the Assets,with the power to file such proofs of

152

----

claim and take such other actions pursuant to Section5.6 herein and to make such claims and enforce such rights of action onbehalf of the Holders of the Notes as such Holders themselves may have theright to do, subject to the other provisions of this Section 6.12.

Each of the Issuer andthe Co-Issuer shall join with the Trustee in the execution, delivery andperformance of all instruments and agreements necessary or proper to appoint aco-trustee.  If the Issuer and theCo-Issuer do not both join in such appointment within fifteen (15) days afterthe receipt by them of a request to do so, the Trustee shall have power to makesuch appointment.

Should any writteninstrument from the Issuer or the Co-Issuer be required by any co-trustee, soappointed, more fully confirming to such co-trustee such property, title, rightor power, any and all such instruments shall, on request, be executed,acknowledged and delivered by the Issuer or the Co-Issuer, as the case maybe.  The Issuer agrees to pay (but onlyfrom and to the extent of the Assets) to the extent funds are available thereforunder subclauses (3) and (31) of Section 11.1(a)(i), for any reasonablefees and expenses in connection with such appointment.

Every co-trustee, shall,to the extent permitted by law, but to such extent only, be appointed subjectto the following terms:

### (a)      the Notes shall beauthenticated and delivered and all rights, powers, duties and obligationshereunder in respect of the custody of securities, Cash and other personalproperty held by, or required to be deposited or pledged with, the Trusteehereunder, shall be exercised solely by the Trustee;

### (b)      the rights, powers,duties and obligations hereby conferred or imposed upon the Trustee in respectof any property covered by the appointment of a co-trustee shall be conferredor imposed upon and exercised or performed by the Trustee or by the Trustee andsuch co-trustee jointly in the case of the appointment of a co-trustee as shallbe provided in the instrument appointing such co-trustee, except to the extentthat under any law of any jurisdiction in which any particular act is to beperformed, the Trustee shall be incompetent or unqualified to perform such act,in which event such rights, powers, duties and obligations shall be exercisedand performed by a co-trustee;

### (c)      the Trustee at any time,by an instrument in writing executed by it, with the concurrence of the Issuerand the Co-Issuer evidenced by an Issuer Order, may accept the resignation ofor remove any co-trustee appointed under this Section 6.12, and in casean Event of Default has occurred and is continuing, the Trustee shall have thepower to accept the resignation of, or remove, any such co-trustee without theconcurrence of the Issuer or the Co-Issuer. A successor to any co-trustee so resigned or removed may be appointed inthe manner provided in this Section 6.12;

### (d)      no co-trustee hereundershall be personally liable by reason of any act or omission of the Trusteehereunder;

### (e)      the Trustee shall not beliable by reason of any act or omission of a co-trustee; and

153

----

### (f)       any Act ofSecurityholders delivered to the Trustee shall be deemed to have been deliveredto each co-trustee.

## Section 6.13           Certain Duties of Trustee Relatedto Delayed Payment of Proceeds.

In the event that in anymonth the Trustee shall not have received a Scheduled Distribution, (a) theTrustee shall promptly notify the Issuer and the Collateral Manager in writingand (b) unless within three Business Days (or the end of the applicable graceperiod for such payment, if longer) after such notice such payment shall havebeen received by the Trustee, or the Issuer, in its absolute discretion (butonly to the extent permitted by Section 10.2(a)), shall have madeprovision for such payment satisfactory to the Trustee in accordance with Section10.2(a), the Trustee shall request the obligor of such Pledged Obligation,the trustee under the related Underlying Instrument or paying agent designatedby either of them, as the case may be, to make such payment as soon aspracticable after such request but in no event later than three Business Daysafter the date of such request.  In theevent that such payment is not made within such time period, the Trustee,subject to the provisions of clause (iv) of Section 6.1(d), shall takesuch action as the Collateral Manager reasonably shall direct in writing.  Any such action shall be without prejudice toany right to claim a Default or Event of Default under this Indenture.  In the event that the Issuer or theCollateral Manager requests a release of a Pledged Obligation in connectionwith any such action under the Collateral Management Agreement, such releaseshall be subject to Section 10.13 and Article 12 of thisIndenture, as the case may be. Notwithstanding any other provision hereof, the Trustee shall deliver tothe Issuer or its designee any payment with respect to any Pledged Obligationreceived after the Due Date thereof to the extent the Issuer previously madeprovisions for such payment satisfactory to the Trustee in accordance with thisSection 6.13 and such payment shall not be deemed part of the Assets.

## Section 6.14           Representations and Warranties ofthe Trustee.

The Trustee representsand warrants that:

### (a)      the Trustee is a nationalbanking association with trust powers, duly and validly existing under the lawsof the United States of America, with corporate power and authority to execute,deliver and perform its obligations under this Indenture, and is duly eligibleand qualified to act as trustee under this Indenture;

### (b)      this Indenture has beenduly authorized, executed and delivered by the Trustee and constitutes the validand binding obligation of the Trustee, enforceable against it in accordancewith its terms except (i) as limited by bankruptcy, fraudulent conveyance,fraudulent transfer, insolvency, reorganization, liquidation, receivership,moratorium or other similar laws now or hereafter in effect relating tocreditors’ rights generally and by general equitable principles, regardless ofwhether considered in a proceeding in equity or at law, and (ii) that theremedy of specific performance and injunctive and other forms of equitablerelief may be subject to equitable defenses and to the discretion of the courtbefore which any proceeding therefor may be brought;

### (c)      neither the execution ordelivery by the Trustee of this Indenture nor the performance by the Trustee ofits obligations under this Indenture requires the consent or

154

----

### approval of, the giving of notice to or the registration or filingwith, any governmental authority or agency under any existing law of the UnitedStates of America governing the banking or trust powers of the Trustee;

### (d)      neither the execution,delivery and performance of this Indenture, nor the consummation of thetransactions contemplated by this Indenture, (i) is prohibited by, or requiresthe Trustee to obtain any consent, authorization, approval or registrationunder, any law, statute, rule, regulation, or any judgment, order, writ,injunction or decree that is binding upon the Trustee or any of its propertiesor assets, (ii) will violate the provisions of the Governing Documents of theTrustee or (iii) will violate any provision of, result in any default oracceleration of any obligations under, result in the creation or imposition ofany lien pursuant to, or require any consent under, any material agreement towhich the Trustee is a party or by which it or any of its property is bound,the violation of which would have a material adverse effect on the Trustee orits property; and

### (e)      there are no proceedingspending or, to the best knowledge of the Trustee, threatened against the Trusteebefore any Federal, state or other governmental agency, authority,administrator or regulatory body, arbitrator, court or other tribunal, foreignor domestic, which could have a material adverse effect on the PledgedObligations or the performance by the Trustee of its obligations under thisIndenture.

## Section 6.15           Requests for Consents.

In the event that theTrustee receives written notice of any proposed amendment, consent or waiverunder the Underlying Instruments of any Collateral Debt Security (before orafter any default) or in the event any action is required to be taken inrespect to an Underlying Instrument, the Trustee shall promptly contact theIssuer and the Collateral Manager.  TheCollateral Manager may, on behalf of the Issuer, instruct the Trustee pursuantto an Issuer Order to, and the Trustee shall, with respect to which aCollateral Debt Security as to which a consent or waiver under the UnderlyingInstruments of such Collateral Debt Security (before or after any default) hasbeen proposed or with respect to action required to be taken in respect of anUnderlying Instrument, give consent, grant a waiver, vote or exercise any orall other rights or remedies with respect to any such Collateral Debt Securityin accordance with such Issuer Order.  Inthe absence of any instruction from the Collateral Manager, the Trustee shallnot engage in any vote or take any action with respect to such a CollateralDebt Security.

155

----

**ARTICLE 7**

# **COVENANTS**

## Section 7.1             Payment of Principal andInterest.

The Issuer and theCo-Issuer shall duly and punctually pay the principal of and interest on eachClass of Notes in accordance with the terms of such Notes and this Indenture.Amounts properly withheld under the Code or other applicable law by any Personfrom a payment to any Noteholder of interest and/or principal shall beconsidered as having been paid, by the Issuer and the Co-Issuer, and, withrespect to the Preferred Shares, by the Issuer, to such Preferred Shareholderfor all purposes of this Indenture.

The Trustee shall, unlessprevented from doing so for reasons beyond its reasonable control, give noticeto each Securityholder of any such withholding requirement no later than tendays prior to the related Payment Date from which amounts are required (asdirected by the Issuer or the Collateral Manager on behalf of the Issuer) to bewithheld; provided**that despitethe failure of the Trustee to give such notice amounts withheld pursuant toapplicable tax laws shall be considered as having been paid by the Issuer andthe Co-Issuer, as provided above.

## Section 7.2             Maintenance of Office or Agency.

The Issuer and theCo-Issuer hereby appoint the Trustee as a Paying Agent for the payment ofprincipal of and interest on the Notes and where Notes may be surrendered forregistration of transfer or exchange and the Issuer and the Co-Issuer herebyappoint the Trustee, as their agent where notices and demands to or upon theCo-Issuer in respect of the Notes or this Indenture, or the Issuer in respectof the Notes or this Indenture, may be served.

The Issuer and theCo-Issuer hereby appoint the Irish Paying Agent as a Paying Agent for thepayment of principal of and interest on the Notes and to act as their agentwhere notices and demands to or upon the Issuer or the Co-Issuer in respect ofthe Notes or this Indenture may be served and where Notes may be surrenderedfor registration of transfer or exchange.

The Issuer or theCo-Issuer may at any time and from time to time vary or terminate theappointment of any such agent or appoint any additional agents for any or allof such purposes; provided,**however,that the Issuer and the Co-Issuer, if applicable, will maintain in the Boroughof Manhattan, The City of New York, an office or agency where notices anddemands to or upon the Issuer and the Co-Issuer in respect of the Notes andthis Indenture may be served, and, subject to any laws or regulationsapplicable thereto, an office or agency outside of the United States whereNotes may be presented and surrendered for payment; provided,**further, that no paying agent shall be appointed ina jurisdiction which subjects payments on the Notes to withholding tax. TheIssuer or the Co-Issuer, as the case may be, shall give prompt written noticeto the Trustee, each Rating Agency and the Noteholders of the appointment or

156

----

termination of any such agent and of the location andany change in the location of any such office or agency.

If at any time the Issuerand the Co-Issuer, if applicable, shall fail to maintain any such requiredoffice or agency in the Borough of Manhattan, The City of New York, or outsidethe United States, or shall fail to furnish the Trustee with the addressthereof, presentations and surrenders may be made (subject to the limitationsdescribed in the preceding paragraph) at and notices and demands may be servedon the Issuer and the Co-Issuer, and Notes may be presented and surrendered forpayment to the appropriate Paying Agent at its main office and the Issuer andthe Co-Issuer hereby appoint the same as their agent to receive such respectivepresentations, surrenders, notices and demands.

## Section 7.3             Money for Note Payments to beHeld in Trust.

All payments of amountsdue and payable with respect to any Notes that are to be made from amountswithdrawn from the Payment Account shall be made on behalf of the Issuer andthe Co-Issuer by the Trustee or a Paying Agent (in each case, from and to theextent of available funds in the Payment Account and subject to the Priority ofPayments) with respect to payments on the Notes.

When the Paying Agent isnot also the Notes Registrar, the Issuer and the Co-Issuer shall furnish, orcause the Notes Registrar to furnish, no later than the fifth calendar dayafter each Record Date a list, if necessary, in such form as such Paying Agentmay reasonably request, of the names and addresses of the Holders of Notes andof the certificate numbers of individual Notes held by each such Holder.

Whenever the Paying Agentis not also the Trustee, the Issuer, the Co-Issuer, and such Paying Agentshall, on or before the Business Day next preceding each Payment Date orRedemption Date, as the case may be, direct the Trustee to deposit on suchPayment Date with such Paying Agent, if necessary, an aggregate sum sufficientto pay the amounts then becoming due pursuant to the terms of this Indenture(to the extent funds are then available for such purpose in the PaymentAccount, and subject to the Priority of Payments), such sum to be held for thebenefit of the Persons entitled thereto and (unless such Paying Agent is theTrustee) the Issuer and the Co-Issuer shall promptly notify the Trustee of itsaction or failure so to act. Any Monies deposited with a Paying Agent (otherthan the Trustee) in excess of an amount sufficient to pay the amounts thenbecoming due on the Notes with respect to which such deposit was made shall bepaid over by such Paying Agent to the Trustee for application in accordancewith Article 11.  Any such PayingAgent shall be deemed to agree by assuming such role not to cause the filing ofa petition in bankruptcy against the Issuer or the Co-Issuer for thenon-payment to the Paying Agent of any amounts payable thereto until at leastone year and one day or, if longer, the applicable preference period then ineffect after the payment in full of all Notes issued under this Indenture.

The initial Paying Agentshall be as set forth in Section 7.2. Any additional or successor PayingAgents shall be appointed by Issuer Order of the Issuer and Issuer Order of theCo-Issuer with written notice thereof to the Trustee; provided,**however, that so long as any Class of the Notes arerated by a Rating Agency and with respect to any additional or successor Paying

157

----

Agent for the Notes, either (i) such Paying Agent hasa long-term debt rating of “Aa3” or higher by Moody’s, “AA-”or higher by Fitchand “AA-” or higher by S&P or a short-term debt rating of “P-1” by Moody’s,“F1+” by Fitch and “A1+” by S&P or (ii) each Rating Agency confirms thatemploying such Paying Agent shall not adversely affect the then-current ratingsof the Notes.  In the event that suchsuccessor Paying Agent ceases to have a long-term debt rating of “Aa3” orhigher by Moody’s, “AA-”or higher by Fitch or “AA-” or higher by S&P or ashort-term debt rating of at least  “P-1”by Moody’s, “F1+” by Fitch and “A-1+” by S&P, the Issuer and the Co-Issuershall promptly remove such Paying Agent and appoint a successor Paying Agent.The Issuer and the Co-Issuer shall not appoint any Paying Agent that is not, atthe time of such appointment, a depository institution or trust company subjectto supervision and examination by federal and/or state and/or national bankingauthorities. The Issuer and the Co-Issuer shall cause the Paying Agent otherthan the Trustee to execute and deliver to the Trustee an instrument in whichsuch Paying Agent shall agree with the Trustee (and if the Trustee acts asPaying Agent, it hereby so agrees), subject to the provisions of this Section7.3, that such Paying Agent will:

### (a)      allocate all sumsreceived for payment to the Holders of Notes for which it acts as Paying Agenton each Payment Date and Redemption Date among such Holders in the proportionspecified in the applicable report or Redemption Date Statement, as the casemay be, in each case to the extent permitted by applicable law;

### (b)      hold all sums held by itfor the payment of amounts due with respect to the Notes for the benefit of thePersons entitled thereto until such sums shall be paid to such Persons orotherwise disposed of as herein provided and pay such sums to such Persons asherein provided;

### (c)      if such Paying Agent isnot the Trustee, immediately resign as a Paying Agent and forthwith pay to theTrustee all sums held by it for the payment of Notes if at any time it ceasesto meet the standards set forth above required to be met by a Paying Agent atthe time of its appointment;

### (d)      if such Paying Agent isnot the Trustee, immediately give the Trustee notice of any Default by theIssuer or the Co-Issuer (or any other obligor upon the Notes) in the making of anypayment required to be made; and

### (e)      if such Paying Agent isnot the Trustee at any time during the continuance of any such Default, uponthe written request of the Trustee, forthwith pay to the Trustee all sums soheld by such Paying Agent.

The Issuer or theCo-Issuer may at any time, for the purpose of obtaining the satisfaction anddischarge of this Indenture or for any other purpose, pay, or by Issuer Orderdirect the Paying Agent to pay, to the Trustee all sums held by the Issuer orthe Co-Issuer or held by the Paying Agent for payment of the Notes, such sumsto be held by the Trustee in trust for the same Noteholders as those upon whichsuch sums were held by the Issuer, the Co-Issuer or the Paying Agent; and, uponsuch payment by the Paying Agent to the Trustee, the Paying Agent shall bereleased from all further liability with respect to such Money.

158

----

Except as otherwise required by applicable law, any Money depositedwith the Trustee in trust or deposited with the Paying Agent for the payment ofthe principal of or interest on any Note and remaining unclaimed for two (2)years after such principal or interest has become due and payable shall be paidto the Issuer; and the Holder of such Note shall thereafter, as an unsecuredgeneral creditor, look only to the Issuer for payment of such amounts and allliability of the Trustee or the Paying Agent with respect to such Money (butonly to the extent of the amounts so paid to the Issuer or the Co-Issuer, asapplicable) shall thereupon cease; provided,**however,that the Irish Paying Agent, before being required to make any such payment,shall at the expense of the Issuer cause to be published once, in a newspaperpublished in the English language, customarily published on each Business Dayand of general circulation in Dublin, Ireland, notice that such money remainsunclaimed and that, after a date specified therein, which shall not be lessthan thirty (30) days from the date of such publication, any unclaimed balanceof such money then remaining shall be repaid to the Issuer. The Trustee or thePaying Agent, before being required to make any such release of payment, may,but shall not be required to, adopt and employ, at the expense of the Issuer orthe Co-Issuer, as the case may be, any reasonable means of notification of suchrelease of payment, including, but not limited to, mailing notice of suchrelease to Holders whose Notes have been called but have not been surrenderedfor redemption or whose right to or interest in Monies due and payable but notclaimed is determinable from the records of the Paying Agent, at the lastaddress of record of each such Holder.

## Section 7.4             Existence of the Issuer andCo-Issuer.

### (a)      So long as any Note isoutstanding, the Issuer shall, to the maximum extent permitted by law, maintainin full force and effect its existence and rights as an exempted companyincorporated with limited liability under the laws of the Cayman Islands andshall obtain and preserve its qualification to do business as a foreign limitedliability company in each jurisdiction in which such qualifications are orshall be necessary to protect the validity and enforceability of thisIndenture, the Notes or any of the Assets; provided**thatthe Issuer shall be entitled to change its jurisdiction of registration fromthe Cayman Islands to any other jurisdiction reasonably selected by the Issuerso long as (i) such change is not disadvantageous in any material respect tothe Holders of the Notes or the Preferred Shares, (ii) written notice of suchchange shall have been given by the Trustee to the Holders of the Notes orPreferred Shares, the Preferred Shares Paying Agent and each Rating Agencyfifteen (15) Business Days prior to such change and (iii) on or prior to thefifteenth (15th)Business Day following such notice the Trustee shall not have received writtennotice from a Majority of the Controlling Class or a Majority of the PreferredShares objecting to such change.  So longas any Note is outstanding, the Issuer will maintain at all times at least onedirector who is Independent of the Collateral Manager and its Affiliates.

### (b)      So long as any Note isoutstanding, the Co-Issuer shall maintain in full force and effect itsexistence and rights as a limited liability company organized under the laws ofDelaware and shall obtain and preserve its qualification to do business as aforeign limited liability company in each jurisdiction in which suchqualifications are or shall be necessary to protect the validity andenforceability of this Indenture or the Notes; provided,**however, that the Co-Issuer shall be entitled tochange its jurisdiction of formation from Delaware to any other jurisdictionreasonably selected by the Co-Issuer so long as (i) such change is notdisadvantageous in any material respect to the Holders of the Notes, (ii)written

159

----

### notice of such change shall have been given by the Trustee to theHolders of the Notes and each Rating Agency fifteen (15) Business Days prior tosuch change and (iii) on or prior to the 15th Business Day following such noticethe Trustee shall not have received written notice from a Majority of theControlling Class objecting to such change. So long as any Note is outstanding, the Co-Issuer shall maintain at alltimes at least one manager who is Independent of the Collateral Manager and itsAffiliates.

### (c)      So long as any Note isoutstanding, the Issuer shall ensure that all corporate or other formalitiesregarding its existence are followed (including correcting any knownmisunderstanding regarding its separate existence).  So long as any Note is outstanding, theIssuer shall not take any action or conduct its affairs in a manner that islikely to result in its separate existence being ignored or its assets andliabilities being substantively consolidated with any other Person in abankruptcy, reorganization or other insolvency proceeding.  So long as any Note is outstanding, theIssuer shall maintain and implement administrative and operating proceduresreasonably necessary in the performance of the Issuer’s obligations hereunder,and the Issuer shall at all times keep and maintain, or cause to be kept andmaintained, separate books, records, accounts and other information customarilymaintained for the performance of the Issuer’s obligations hereunder. Withoutlimiting the foregoing, so long as any Note is outstanding, (i) the Issuershall (A) pay its own liabilities only out of its own funds and (B) useseparate stationery, invoices and checks, (ii) the Issuer shall not have anysubsidiaries, and (iii) the Issuer shall not (A) have any employees, (B) engagein any transaction with any shareholder that is not permitted under the termsof the Collateral Management Agreement, (C) pay dividends other than inaccordance with the terms of this Indenture or (D) conduct business under anassumed name (i.e. no DBAs); provided that the foregoing shall notprohibit the Issuer from entering into the transactions contemplated by theCompany Administration Agreement with the Company Administrator and thePreferred Shares Paying Agency Agreement with the Share Registrar.

### (d)      So long as any Note isoutstanding, the Co-Issuer shall ensure that all limited liability company orother formalities regarding its existence) are followed, as well as correctingany known misunderstanding regarding its separate existence.  The Co-Issuer shall not take any action orconduct its affairs in a manner, that is likely to result in its separateexistence being ignored or its assets and liabilities being substantively consolidatedwith any other Person in a bankruptcy, reorganization or other insolvencyproceeding.  The Co-Issuer shall maintainand implement administrative and operating procedures reasonably necessary inthe performance of the Co-Issuer’s obligations hereunder, and the Co-Issuershall at all times keep and maintain, or cause to be kept and maintained,books, records, accounts and other information customarily maintained for theperformance of the Co- Issuer’s obligations hereunder.  Without limiting the foregoing, (i) theCo-Issuer shall not have any subsidiaries, and (ii) the Co-Issuer shall not (A)have any employees (other than its managers), (B) join in any transaction withany member that is not permitted under the terms of the Collateral ManagementAgreement or (C) pay dividends other than in accordance with the terms of thisIndenture.

160

----

## Section 7.5             Protection of Assets.

### (a)      The Trustee, on behalf ofthe Issuer, pursuant to any Opinion of Counsel received pursuant to Section7.5(d) shall execute and deliver all such Financing Statements, continuationstatements, instruments of further assurance and other instruments, and shalltake such other action as may be necessary or advisable or desirable to securethe rights and remedies of the Holders and each Hedge Counterparty hereunderand to:

#### (i)           Grant moreeffectively all or any portion of the Assets;

#### (ii)          maintain or preservethe lien (and the priority thereof) of this Indenture or to carry out moreeffectively the purposes hereof;

#### (iii)         perfect, publishnotice of or protect the validity of any Grant made or to be made by thisIndenture (including, without limitation, any and all actions necessary ordesirable as a result of changes in law or regulations);

#### (iv)        enforce any of thePledged Obligations or other instruments or property included in the Assets;

#### (v)         preserve and defendtitle to the Assets and the rights of the Trustee, the Holders of the Notes andeach Hedge Counterparty in the Assets against the claims of all persons andparties; and

#### (vi)        pursuant to Sections11.1(a)(i)(1) and 11.1(a)(ii)(1), pay or cause to be paid any andall taxes levied or assessed upon all or any part of the Assets.

The Issuer herebydesignates the Trustee, its agent and attorney-in-fact to execute any FinancingStatement, continuation statement or other instrument required pursuant to thisSection 7.5.  The Trustee agreesthat it will from time to time execute and cause to be filed FinancingStatements and continuation statements (it being understood that the Trusteeshall be entitled to rely upon an Opinion of Counsel described in Section7.5(d), at the expense of the Issuer, as to the need to file such FinancingStatements and continuation statements, the dates by which such filings arerequired to be made and the jurisdictions in which such filings are required tobe made).

### (b)      The Trustee shall not (i)except in accordance with Section 10.13(a), (b) or (c) and exceptfor payments, deliveries and distributions otherwise expressly permitted underthis Indenture, remove any portion of the Assets that consists of Cash or isevidenced by an instrument, certificate or other writing (A) from thejurisdiction in which it was held at the date as described in the Opinion ofCounsel delivered at the Closing Date pursuant to Section 3.1(d) or (B)from the possession of the Person who held it on such date or (ii) cause orpermit the Custodial Account or the Custodial Securities Intermediary to belocated in a different jurisdiction from the jurisdiction in which suchsecurities accounts and Custodial Securities Intermediary were located on theClosing Date, unless the Trustee shall have first received an Opinion ofCounsel to the effect that the lien and security interest created by thisIndenture with respect to such property will continue to be maintained aftergiving effect to such action or actions.

161

----

### (c)      The Issuer shall pay orcause to be paid taxes, if any, levied on account of the beneficial ownershipby the Issuer of any Pledged Obligations that secure the Notes.

### (d)      For so long as the Notesare Outstanding, (i) on July 31, 2011 and (ii) every sixty (60) months aftersuch date, the Issuer (or the Collateral Manager on behalf of the Issuer) shalldeliver to the Trustee for the benefit of the Trustee, the Collateral Manager,each Hedge Counterparty and each Rating Agency, at the expense of the Issuer,an Opinion of Counsel stating what is required, in the opinion of such counsel,as of the date of such opinion, to maintain the lien and security interestcreated by this Indenture with respect to the Assets, and confirming the mattersset forth in the Opinion of Counsel, furnished pursuant to Section 3.1(d),with regard to the perfection and priority of such security interest (and suchOpinion may likewise be subject to qualifications and assumptions similar tothose set forth in the Opinion delivered pursuant to Section 3.1(d)); providedthat the Issuer shall be required to deliver an Opinion of Counsel with respectto the foregoing matters within sixty (60) days after any change in thejurisdiction of organization of the Trustee; and provided*,*further*,* that aMajority of the Controlling Class shall be entitled to direct the Issuer todeliver an additional Opinion of Counsel with respect to the foregoing matters,at the expense of such Holders, twice within any such 60-month period.

## Section 7.6             Notice of Any Amendments.

Each of the Issuer andthe Co-Issuer shall give notice to the Rating Agencies of, and satisfy theRating Agency Condition with respect to, any amendments to its GoverningDocuments.

## Section 7.7             Performance of Obligations.

### (a)      Each of the Issuer andthe Co-Issuer shall not take any action, and will use its best effort not topermit any action to be taken by others, that would release any Person from anyof such Person’s covenants or obligations under any instrument included in theAssets, except in the case of enforcement action taken with respect to anyDefaulted Security in accordance with the provisions hereof and as otherwiserequired hereby.

### (b)      The Issuer or theCo-Issuer may, with the prior written consent of the Majority of the Notes (orif there are no Notes Outstanding, a Majority of the Preferred Shares),contract with other Persons, including the Collateral Manager or the Trustee,for the performance of actions and obligations to be performed by the Issuer orthe Co-Issuer, as the case may be, hereunder by such Persons and theperformance of the actions and other obligations with respect to the Assets ofthe nature set forth in the Collateral Management Agreement by the CollateralManager. Notwithstanding any such arrangement, the Issuer or the Co-Issuer, asthe case may be, shall remain primarily liable with respect thereto. In theevent of such contract, the performance of such actions and obligations by suchPersons shall be deemed to be performance of such actions and obligations bythe Issuer or the Co-Issuer; and the Issuer or the Co-Issuer shall punctuallyperform, and use its best efforts to cause the Collateral Manager or such otherPerson to perform, all of their obligations and agreements contained in theCollateral Management Agreement or such other agreement.

162

----

## Section 7.8             Negative Covenants.

### (a)      The Issuer and theCo-Issuer shall not:

#### (i)           sell, assign,participate, transfer, exchange or otherwise dispose of, or pledge, mortgage,hypothecate or otherwise encumber (or permit such to occur or suffer such toexist), any part of the Assets, except as otherwise expressly permitted by thisIndenture or the Collateral Management Agreement;

#### (ii)          claim any credit on,make any deduction from, or dispute the enforceability of, the payment of theprincipal or interest payable in respect of the Notes (other than amountsrequired to be paid, deducted or withheld in accordance with any applicable lawor regulation of any governmental authority), or assert any claim against anypresent or future Noteholder by reason of the payment of any taxes levied orassessed upon any part of the Assets;

#### (iii)         (A) incur or assumeor guarantee any indebtedness, other than the Notes and this Indenture and thetransactions contemplated hereby; (B) issue any additional class of securities,other than the Notes, the Preferred Shares, the ordinary shares of the Issuerand the limited liability company membership interests of the Co-Issuer; or (C)issue any additional shares of stock, other than the ordinary shares of theIssuer and the Preferred Shares;

#### (iv)        (A) permit thevalidity or effectiveness of this Indenture or any Grant hereunder to beimpaired, or permit the lien of this Indenture to be amended, hypothecated,subordinated, terminated or discharged, or permit any Person to be releasedfrom any covenants or obligations with respect to this Indenture or the Notes,except as may be expressly permitted hereby, (B) permit any lien, charge,adverse claim, security interest, mortgage or other encumbrance (other than thelien of this Indenture) to be created on or extend to or otherwise arise uponor burden the Assets or any part thereof, any interest therein or the proceedsthereof, except as may be expressly permitted hereby or (C) take any actionthat would permit the lien of this Indenture not to constitute a valid firstpriority security interest in the Assets, except as may be expressly permittedhereby;

#### (v)         amend the CollateralManagement Agreement, except pursuant to the terms thereof;

#### (vi)        amend any ServicingAgreement, except pursuant to the terms thereof;

#### (vii)       amend the PreferredShares Paying Agency Agreement, except pursuant to the terms thereof;

#### (viii)      to the maximum extentpermitted by applicable law, dissolve or liquidate in whole or in part, exceptas permitted hereunder;

#### (ix)         make or incur anycapital expenditures, except as reasonably required to perform its functions inaccordance with the terms of this Indenture;

163

----

#### (x)          become liable in anyway, whether directly or by assignment or as a guarantor or other surety, forthe obligations of the lessee under any lease, hire any employees or pay anydividends to its shareholders, except with respect to the Preferred Shares inaccordance with the Priority of Payments;

#### (xi)         maintain any bankaccounts other than the Accounts and the bank account in the Cayman Islands inwhich (*inter alia*) the proceeds of the Issuer’sissued share capital and the transaction fees paid to the Issuer for agreeingto issue the Securities will be kept;

#### (xii)        conduct businessunder an assumed name, or change its name without first delivering at leastthirty (30) days’ prior written notice to the Trustee, the Noteholders and theRating Agencies and an Opinion of Counsel to the effect that such name changewill not adversely affect the security interest hereunder of the Trustee;

#### (xiii)       engage in anyactivity that would cause the Issuer to be treated as a foreign corporationsubject to U.S. Federal, state or local income or franchises tax; or

#### (xiv)       except for any agreements(other than a Hedge Agreement) involving the purchase and sale of CollateralDebt Securities having customary purchase or sale terms and documented withcustomary loan trading documentation, enter into any agreements unless suchagreements contain “non-petition” and “limited recourse” provisions.

### (b)      Neither the Issuer northe Trustee shall sell, transfer, exchange or otherwise dispose of Assets, orenter into or engage in any business with respect to any part of the Assets,except as expressly permitted or required by this Indenture or the CollateralManagement Agreement.

### (c)      The Co-Issuer shall notinvest any of its assets in “securities” (as such term is defined in theInvestment Company Act) and shall keep all of the Co-Issuer’s assets in Cash.

### (d)      For so long as any of theNotes are Outstanding, the Co-Issuer shall not issue any limited liabilitycompany membership interests of the Co-Issuer to any Person other than GramercyInvestment or a wholly-owned subsidiary of Gramercy Investment.

### (e)      The Issuer shall notenter into any material new agreements (other than any Hedge Agreement, HedgeCounterparty Credit Support, Collateral Debt Security, Collateral Debt SecurityPurchase Agreement or other agreement (including, without limitation, in connectionwith the sale of Assets by the Issuer) contemplated by this Indenture) withoutthe prior written consent of Holders of a Majority of the Notes (or if thereare no Notes Outstanding, a Majority of the Preferred Shares) and shall providenotice of all new agreements (other than any Hedge Agreement, Collateral DebtSecurity or other agreement specifically contemplated by this Indenture) to theHolders of the Notes.  The foregoingnotwithstanding, the Issuer may agree to any new agreements; providedthat (i) the Issuer, or the Collateral Manager on behalf of the Issuer,determines that such new agreements would not, upon or after becomingeffective, adversely affect the rights or interests of any Class or Classes ofNoteholders and (ii) subject to satisfaction of the Rating Agency Condition.

164

----

### (f)       As long as any SeniorNote is outstanding, QRS II Corp. may not transfer the Preferred Shares to anyother Person.

### (g)      For so long as any SeniorNote is Outstanding, QRS II Corp. may not sell, transfer or finance any Class JNote or Class K Note except in accordance with the transfer restrictions setforth in Section 2.5(e)(iv).

## Section 7.9             Statement as to Compliance.

### (a)      On or before January 31,in each calendar year, commencing in 2007 or immediately if there has been aDefault in the fulfillment of an obligation under this Indenture, the Issuershall deliver to the Trustee (which will deliver a copy to each HedgeCounterparty and each Rating Agency) an Officer’s Certificate given on behalfof the Issuer and without personal liability stating, as to each signerthereof, that, since the date of the last certificate or, in the case of thefirst certificate, the Closing Date, to the best of the knowledge, informationand belief of such Officer, the Issuer has fulfilled all of its obligationsunder this Indenture or, if there has been a Default in the fulfillment of anysuch obligation, specifying each such Default known to them and the nature andstatus thereof.

## Section 7.10           Issuer and Co-Issuer MayConsolidate or Merge Only on Certain Terms.

### (a)      The Issuer shall notconsolidate or merge with or into any other Person or transfer or convey all orsubstantially all of its assets to any Person, unless permitted by theGoverning Documents and Cayman Islands law and unless:

#### (i)           the Issuer shall bethe surviving entity, or the Person (if other than the Issuer) formed by suchconsolidation or into which the Issuer is merged or to which all orsubstantially all of the assets of the Issuer are transferred shall be anentity organized and existing under the laws of the Cayman Islands or suchother jurisdiction approved by a Majority of each and every Class of the Notes(each voting as a separate Class) and a Majority of the Preferred Shares; provided**that no such approval shall be required in connection withany such transaction undertaken solely to effect a change in the jurisdictionof registration pursuant to Section 7.4 hereof; and provided,**further, that the surviving entity shall expresslyassume, by an indenture supplemental hereto, executed and delivered to theTrustee and each Noteholder, the due and punctual payment of the principal ofand interest on all Notes and other amounts payable hereunder and under eachHedge Agreement and the Collateral Management Agreement and the performance andobservance of every covenant of this Indenture and under each Hedge Agreementand the Collateral Management Agreement on the part of the Issuer to beperformed or observed, all as provided herein;

#### (ii)          each Rating Agencyshall have been notified in writing of each proposed consolidation or merger ofthe Issuer and the Trustee shall have received written confirmation from eachRating Agency that the ratings issued with respect to each Class of Notes shallnot be reduced or withdrawn as a result of the consummation of suchtransaction;

165

----

#### (iii)         if the Issuer is notthe surviving entity, the Person formed by such consolidation or into which theIssuer is merged or to which all or substantially all of the assets of theIssuer are transferred shall have agreed with the Trustee (A) to observe thesame legal requirements for the recognition of such formed or surviving entityas a legal entity separate and apart from any of its Affiliates as areapplicable to the Issuer with respect to its Affiliates and (B) not toconsolidate or merge with or into any other Person or transfer or convey all orsubstantially all of the Assets or all or substantially all of its assets toany other Person except in accordance with the provisions of this Section7.10, unless in connection with a sale of the Assets pursuant to Article5, Article 9 or Article 12;

#### (iv)        if the Issuer is notthe surviving entity, the Person formed by such consolidation or into which theIssuer is merged or to which all or substantially all of the assets of theIssuer are transferred shall have delivered to the Trustee, each HedgeCounterparty, the Collateral Manager and each Rating Agency an Officer’sCertificate and an Opinion of Counsel each stating that such Person is dulyorganized, validly existing and in good standing in the jurisdiction in whichsuch Person is organized; that such Person has sufficient power and authorityto assume the obligations set forth in subsection (i) above and to execute anddeliver an indenture supplemental hereto for the purpose of assuming suchobligations; that such Person has duly authorized the execution, delivery andperformance of an indenture supplemental hereto for the purpose of assumingsuch obligations and that such supplemental indenture is a valid, legal andbinding obligation of such Person, enforceable in accordance with its terms,subject only to bankruptcy, reorganization, insolvency, moratorium and otherlaws affecting the enforcement of creditors’ rights generally and to generalprinciples of equity (regardless of whether such enforceability is consideredin a proceeding in equity or at law); that, immediately following the eventwhich causes such Person to become the successor to the Issuer, (A) such Personhas good and marketable title, free and clear of any lien, security interest orcharge, other than the lien and security interest of this Indenture, to theAssets securing, in the case of a consolidation or merger of the Issuer, all ofthe Notes or, in the case of any transfer or conveyance of the Assets securingany of the Notes, such Notes, (B) the Trustee continues to have a validperfected first priority security interest in the Assets securing, in the caseof a consolidation or merger of the Issuer, all of the Notes, or, in the caseof any transfer or conveyance of the Assets securing any of the Notes, suchNotes and (C) such other matters as the Trustee, each Hedge Counterparty, theCollateral Manager or any Noteholder may reasonably require;

#### (v)         immediately aftergiving effect to such transaction, no Default or Event of Default shall haveoccurred and be continuing;

#### (vi)        the Issuer shall havedelivered to the Trustee, the Preferred Shares Paying Agent, each HedgeCounterparty, the Collateral Manager and each Noteholder, an Officer’sCertificate and an Opinion of Counsel each stating that such consolidation,merger, transfer or conveyance and such supplemental indenture comply with thisArticle 7 and that all conditions precedent in this Article 7provided for relating to such transaction have been complied with and that noadverse tax consequences will result

166

----

#### therefrom tothe Holders of the Notes, the Preferred Shareholders and any HedgeCounterparty; and

#### (vii)       after giving effect tosuch transaction, the Issuer shall not be required to register as an investmentcompany under the Investment Company Act.

### (b)      The Co-Issuer shall notconsolidate or merge with or into any other Person or transfer or convey all orsubstantially all of its assets to any Person, unless no Notes remainOutstanding or:

#### (i)           the Co-Issuer shallbe the surviving entity, or the Person (if other than the Co-Issuer) formed bysuch consolidation or into which the Co-Issuer is merged or to which all orsubstantially all of the assets of the Co-Issuer are transferred shall be a companyorganized and existing under the laws of Delaware or such other jurisdictionapproved by a Majority of the Controlling Class; provided**that no such approval shall be required in connection withany such transaction undertaken solely to effect a change in the jurisdictionof formation pursuant to Section 7.4; and provided,**further, that the surviving entity shall expresslyassume, by an indenture supplemental hereto, executed and delivered to theTrustee and each Noteholder, the due and punctual payment of the principal ofand interest on all Notes and the performance and observance of every covenantof this Indenture on the part of the Co-Issuer to be performed or observed, allas provided herein;

#### (ii)          each Rating Agencyshall have been notified in writing of each proposed consolidation or merger ofthe Co-Issuer and the Trustee shall have received written confirmation fromeach Rating Agency that the ratings issued with respect to each Class of Notesshall not be reduced or withdrawn as a result of the consummation of suchtransaction;

#### (iii)         if the Co-Issuer isnot the surviving entity, the Person formed by such consolidation or into whichthe Co-Issuer is merged or to which all or substantially all of the assets ofthe Co-Issuer are transferred shall have agreed with the Trustee (A) to observethe same legal requirements for the recognition of such formed or survivingentity as a legal entity separate and apart from any of its Affiliates as areapplicable to the Co-Issuer with respect to its Affiliates and (B) not toconsolidate or merge with or into any other Person or transfer or convey all orsubstantially all of its assets to any other Person except in accordance withthe provisions of this Section 7.10;

#### (iv)        if the Co-Issuer isnot the surviving entity, the Person formed by such consolidation or into whichthe Co-Issuer is merged or to which all or substantially all of the assets ofthe Co-Issuer are transferred shall have delivered to the Trustee and eachRating Agency an Officer’s Certificate and an Opinion of Counsel each statingthat such Person is duly organized, validly existing and in good standing inthe jurisdiction in which such Person is organized; that such Person hassufficient power and authority to assume the obligations set forth in subsection(i) above and to execute and deliver an indenture supplemental hereto for thepurpose of assuming such obligations; that such Person has duly authorized theexecution, delivery and performance of an indenture

167

----

#### supplementalhereto for the purpose of assuming such obligations and that such supplementalindenture is a valid, legal and binding obligation of such Person, enforceablein accordance with its terms, subject only to bankruptcy, reorganization,insolvency, moratorium and other laws affecting the enforcement of creditors’rights generally and to general principles of equity (regardless of whethersuch enforceability is considered in a proceeding in equity or at law); suchother matters as the Trustee or any Noteholder may reasonably require;

#### (v)         immediately aftergiving effect to such transaction, no Default or Event of Default shall haveoccurred and be continuing;

#### (vi)        the Co-Issuer shallhave delivered to the Trustee, the Preferred Shares Paying Agent and eachNoteholder an Officer’s Certificate and an Opinion of Counsel each stating thatsuch consolidation, merger, transfer or conveyance and such supplementalindenture comply with this Article 7 and that all conditions precedentin this Article 7 provided for relating to such transaction have beencomplied with and that no adverse tax consequences will result therefrom to theHolders of the Notes or the Preferred Shareholders; and

#### (vii)       after giving effect tosuch transaction, the Co-Issuer shall not be required to register as aninvestment company under the Investment Company Act.

## Section 7.11           Successor Substituted.

Upon any consolidation ormerger, or transfer or conveyance of all or substantially all of the assets ofthe Issuer or the Co-Issuer, in accordance with Section 7.10 hereof, thePerson formed by or surviving such consolidation or merger (if other than theIssuer or the Co-Issuer), or the Person to which such consolidation, merger,transfer or conveyance is made, shall succeed to, and be substituted for, andmay exercise every right and power of, the Issuer or the Co-Issuer, as the casemay be, under this Indenture with the same effect as if such Person had beennamed as the Issuer or the Co-Issuer, as the case may be, herein.  In the event of any such consolidation,merger, transfer or conveyance, the Person named as the “Issuer” or the “Co-Issuer”in the first paragraph of this Indenture or any successor which shalltheretofore have become such in the manner prescribed in this Article 7may be dissolved, wound-up and liquidated at any time thereafter, and suchPerson thereafter shall be released from its liabilities as obligor and makeron all the Notes or Notes, as applicable, and from its obligations under thisIndenture.

## Section 7.12           No Other Business.

The Issuer shall notengage in any business or activity other than issuing and selling the Notespursuant to this Indenture and any supplements thereto, issuing and selling thePreferred Shares in accordance with its Governing Documents, entering into anyHedge Agreement, the Collateral Management Agreement, and acquiring, owning,holding and pledging the Assets in connection with the Notes and such otheractivities which are necessary, suitable or convenient to accomplish theforegoing or are incidental thereto or connected therewith.  The Co-Issuer shall not engage in anybusiness or activity other than issuing and selling the Notes

168

----

pursuant to this Indenture and any supplements theretoand such other activities which are necessary, suitable or convenient toaccomplish the foregoing or are incidental thereto or connected therewith.

## Section 7.13           Reporting.

At any time when theIssuer and/or the Co-Issuer is not subject to Section 13 or 15(d) of theExchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) underthe Exchange Act, upon the request of a Holder or beneficial owner of a Note,the Issuer and/or the Co-Issuer shall promptly furnish or cause to be furnished“Rule 144A Information” (as defined below) to such holder or beneficial owner,to a prospective purchaser of such Note designated by such holder or beneficialowner or to the Trustee for delivery to such holder or beneficial owner or aprospective purchaser designated by such holder or beneficial owner, as thecase may be, in order to permit compliance by such holder or beneficial ownerwith Rule 144A under the Securities Act in connection with the resale of suchNote by such holder or beneficial owner. “Rule 144A Information” shall be such information as is specifiedpursuant to Rule 144A(d)(4) under the Securities Act (or any successorprovision thereto).  The Trustee shallreasonably cooperate with the Issuer and/or the Co-Issuer in mailing orotherwise distributing (at the Issuer’s expense) to such Noteholders orprospective purchasers, at and pursuant to the Issuer’s and/or the Co-Issuer’swritten direction the foregoing materials prepared by or on behalf of theIssuer and/or the Co-Issuer; provided,**however,that the Trustee shall be entitled to prepare and affix thereto or enclosetherewith reasonable disclaimers to the effect that such Rule 144A Informationwas not assembled by the Trustee, that the Trustee has not reviewed or verifiedthe accuracy thereof, and that it makes no representation as to such accuracyor as to the sufficiency of such information under the requirements of Rule144A or for any other purpose.

## Section 7.14           Calculation Agent.

### (a)      The Issuer and theCo-Issuer hereby agree that for so long as any Notes remain Outstanding thereshall at all times be an agent appointed to calculate LIBOR in respect of eachInterest Accrual Period in accordance with the terms of *Schedule F*hereto (the “Calculation Agent”).  The Issuer and the Co-Issuer have initiallyappointed the Trustee as Calculation Agent for purposes of determining LIBORfor each Interest Accrual Period.  TheCalculation Agent may be removed by the Issuer and the Co-Issuer at anytime.  The Calculation Agent may resignat any time by giving written notice thereof to the Issuer, the Co-Issuer, theCollateral Manager, each Hedge Counterparty, the Noteholders and each RatingAgency.  If the Calculation Agent isunable or unwilling to act as such or is removed by the Issuer and theCo-Issuer in respect of any Interest Accrual Period, the Issuer and the Co-Issuershall, with the prior written consent of each Hedge Counterparty, promptlyappoint as a replacement Calculation Agent a leading bank which is engaged intransactions in Eurodollar deposits in the international Eurodollar market andwhich does not control or is not controlled by or under common control with theIssuer or the Co-Issuer.  The CalculationAgent may not resign its duties without a successor having been duly appointed,and shall promptly inform the Hedge Counterparty of any such appointment.  If no successor Calculation Agent shall havebeen appointed within thirty (30) days after giving of a notice of resignation,the resigning Calculation Agent, each Hedge Counterparty, a Majority of theNotes or any Holder

169

----

### of a Note, on behalf of himself and all others similarly situated, maypetition a court of competent jurisdiction for the appointment of a successorCalculation Agent.

### (b)      The Calculation Agentshall be required to agree that, as soon as practicable after 11:00 a.m.(London time) on each LIBOR Determination Date (as defined in *Schedule F*hereto), but in no event later than 11:00 a.m. (New York time) on the LondonBanking Day immediately following each LIBOR Determination Date, theCalculation Agent shall calculate (x) LIBOR for the next Interest AccrualPeriod and (y) the amount of interest for such Interest Accrual Period payablein respect of each U.S. $1,000 principal amount of each Class of Notes (roundedto the nearest cent, with half a cent being rounded upward) on the relatedPayment Date, and will communicate such rates and amounts to the Issuer, theCo-Issuer, the Trustee, the Collateral Manager, the Paying Agent, each HedgeCounterparty and, if any Floating Rate Note is in the form of a Regulation SGlobal Security, to Euroclear and Clearstream, Luxembourg.  The Calculation Agent shall also specify tothe Issuer and the Co-Issuer the quotations upon which LIBOR is based, and inany event the Calculation Agent shall notify the Issuer and the Co-Issuerbefore 5:00 p.m. (New York time) on each LIBOR Determination Date if it has notdetermined and is not in the process of determining LIBOR and the InterestDistribution Amounts for each Class of Notes, together with the reasonstherefor.  The determination of the ClassA-1 Rate, Class A-2 Rate, Class B Rate, Class C Rate, Class D Rate, Class ERate, Class F Rate, Class G Rate, Class H Rate, Class J Rate and Class K Rateand the related Class A-1 Interest Distribution Amount, Class A-2 InterestDistribution Amount, Class B Interest Distribution Amount, Class C Interest DistributionAmount, Class D Interest Distribution Amount, Class E Interest DistributionAmount, Class F Interest Distribution Amount, Class G Interest DistributionAmount, Class H Interest Distribution Amount, Class J Interest DistributionAmount and Class K Interest Distribution Amount, respectively, by theCalculation Agent shall, absent manifest error, be final and binding on allparties.

## Section 7.15           Certain Tax Matters.

The Issuer will provide,upon request of any Holder of any Class of Notes deemed equity for U.S. federalincome tax purposes, any information with regard to any filing requirementsthat such Holder may have as a result of the Issuer being classified as a “passiveforeign investment company” or a “controlled foreign corporation” (as applicable)for U.S. federal income tax purposes.

## Section 7.16           Maintenance of Listing.

### (a)      For so long as any of theSenior Notes remain Outstanding, the Issuer and Co-Issuer shall use allreasonable efforts to arrange and maintain the listing of the Senior Notes onthe Irish Stock Exchange.

### (b)      If the Senior Notes arelisted on the Irish Stock Exchange, the Issuer shall:

#### (i)           in each calendaryear commencing in 2006, request from the Irish Stock Exchange a waiver of theIrish Stock Exchange’s requirement to publish annual reports and accounts;

170

----

#### (ii)          submit to the IrishStock Exchange draft copies of any proposed amendments to the GoverningDocuments which would affect the rights of the Holders of the Senior Noteslisted on the Irish Stock Exchange;

#### (iii)         pay the annual feefor listing the Senior Notes on the Irish Stock Exchange, if any; and

#### (iv)        inform the Irish StockExchange if the rating assigned to any of the Senior Notes is reduced orwithdrawn.

### (c)      All notices, documents,reports and other announcements delivered to such Company Announcements Officeshall be in the English language.

### (d)      Notwithstanding theforegoing, if the Collateral Manager on behalf of the Co-Issuers determinesthat the maintenance of the listing of any Class of Senior Notes on the IrishStock Exchange (or any alternative listing on another securities exchange) isunduly onerous or burdensome, the Co-Issuers will have the right to cause suchClass of Senior Notes to be delisted from the Irish Stock Exchange (or suchother securities exchange).  Withoutlimiting the Collateral Manager’s discretion with respect to any determinationthat maintaining or obtaining a listing is unduly onerous or burdensome, theCollateral Manager may take into account various factors, including anyrequirement, resulting from a listing, that either Co-Issuer prepare financialstatements of any particular kind or provide additional disclosure of anyparticular kind, in each case including any such requirement arising out ofdisclosure or transparency directives of the European Union or any other law orgovernmental rule.  Notwithstanding theforegoing, the consent of a Majority of the Controlling Class shall be requiredunless the reason for delisting relates to a legal/compliance, regulatory,accounting or tax issue.  In the eventany Class of Senior Notes is delisted pursuant to this Section 7.16(d), theCo-Issuers shall use reasonable efforts to obtain an alternative listing ofsuch Class of Senior Notes on another securities exchange chosen by theCollateral Manager; provided, however, if the Collateral Managerdetermines that obtaining an alternative listing is unduly onerous orburdensome, the Co-Issuers shall not obtain an alternative listing for suchClass of Senior Notes.

## Section 7.17           Purchase of Assets.

The Issuer (or theCollateral Manager on behalf of the Issuer) shall use reasonable commercialefforts to invest Principal Proceeds and any remaining Initial Deposit and anyReinvestment Income during the Ramp-Up Period in Collateral Debt Securities inaccordance with the provisions hereof. Subject to the provisions of this Section 7.17, PrincipalProceeds and all or any portion of any remaining Initial Deposit and anyReinvestment Income thereon may be applied prior to the Effective Date topurchase Collateral Debt Securities (which shall be, and hereby are, Granted tothe Trustee pursuant to the Granting Clause of this Agreement) for inclusion inthe Assets upon receipt by the Trustee of an Issuer Order executed by theIssuer (or the Collateral Manager on behalf of the Issuer) with respect theretodirecting the Trustee to pay out the amount specified therein against deliveryof the Collateral Debt Security specified therein and a certificate of anAuthorized Officer of the Issuer (or the Collateral Manager), dated as of thetrade date, and delivered to the Trustee on or prior to the date of suchpurchase and Grant, to

171

----

the effect that the criteria set forth below in this Section7.17 will be satisfied (such criteria to be applied as of the trade date)after giving effect to such purchase and Grant of the Collateral DebtSecurities:

(a)           the Eligibility Criteria are met withrespect to the Collateral Debt Securities purchased;

(b)           the Reinvestment Criteria aresatisfied after giving effect to such investment; and

(c)           the procedures relating to theperfection of the Trustee’s security interest in the Collateral Debt Securitiesdescribed in this Agreement have been satisfied.

## Section 7.18           Effective Date Actions.

(a)           The Issuer (or the Collateral Manageron behalf of the Issuer) shall cause to be delivered to the Trustee and eachRating Agency on the Effective Date an amended Schedule of Closing DateCollateral Debt Securities listing all Collateral Debt Securities Granted tothe Trustee pursuant to Section 7.17 on or before the Effective Date,which schedule shall supersede any prior Schedule of Closing Date CollateralDebt Securities delivered to the Trustee.

(b)           Within ten (10) Business Days afterthe Effective Date, the Issuer (or the Collateral Manager on behalf of theIssuer) shall request each Rating Agency rating a Class of Notes to confirmwithin twenty (20) Business Days after the Effective Date, and to so notify inwriting the Trustee and any Hedge Counterparty, that it has not reduced orwithdrawn the ratings assigned by it on the Closing Date to such Class ofNotes.  If, within twenty (20) BusinessDays after the Effective Date, any rating assigned as of the Closing Date toany Class of Notes has not been confirmed, or is reduced or withdrawn, theCollateral Manager may, on behalf of the Issuer, within ten (10) Business Days,provide to such Rating Agency a proposal (a “Proposal”) with respect to the Collateral DebtSecurities.  If such Rating Agency doesnot accept the Proposal, or the Collateral Manager, on behalf of the Issuer,elects not to submit a Proposal, a “Rating Confirmation Failure” shallhave occurred.  If such Rating Agencyaccepts the Proposal, a Rating Confirmation Failure shall not be deemed to haveoccurred unless and until the Collateral Manager fails to meet the conditionsset forth in the Proposal in accordance with the time requirements set forth insuch Proposal.  Within ten (10) BusinessDays after the conditions set forth in the Proposal have been satisfied, theIssuer must request a Rating Confirmation. If the relevant Rating Agency doesnot confirm its ratings, a Rating Confirmation Failure shall haveoccurred.  If a Rating ConfirmationFailure occurs on the first Payment Date thereafter, (i) as provided in Section10.4, amounts on deposit in the Unused Proceeds Account, (ii) as providedin Section 11.1(a)(i), all Interest Proceeds remaining after payment ofamounts referred to in clauses (1) through (29) of Section 11.1(a)(i)and (iii) as provided in Section 11.1(a)(ii), all Principal Proceedsremaining after payment of the amounts referred to in clauses (1) through (10)of Section 11.1(a)(ii), in each case will be used to pay principal ofeach such Class of Notes, sequentially in accordance with the Priority ofPayments, until each such rating is confirmed or reinstated or such Class ofNotes has been paid in full.

172

----

(c)           The CollateralManager on behalf of the Issuer shall cause to be delivered to the Trustee,each Hedge Counterparty and each Rating Agency, within six (6) Business Daysafter the Effective Date, an Accountants’ Report, dated as of the EffectiveDate, confirming that the Collateral Quality Tests and the Coverage Tests havebeen satisfied and that the Collateral Debt Securities have an aggregate paramount equal to at least the Minimum Ramp-Up Amount and certifying theprocedures applied and such accountants’ associated findings with respect tothe Eligibility Criteria and specifying the procedures undertaken by them toreview data and computations relating to such information. The CollateralManager may on any date, prior to the 270th day following the Closing Date orthe purchase of Collateral Debt Securities having an aggregate par amount equalto the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Issuerand the Co-Issuer and each Rating Agency (with a copy to each HedgeCounterparty), declare that the Effective Date shall occur on the datespecified in such notice; provided that each of the Collateral QualityTests and the Coverage Tests will be satisfied as of such Effective Date andthe Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shallcause to be delivered to S&P on the Effective Date a Microsoft Excel filethat provides all of the inputs required to determine whether the S&P CDOMonitor Test has been satisfied.

## Section 7.19           Liquidity Tests

### (a)      So long as the Issuerowns Related Future Advance Loans with respect to which the related Other Loansare held by Future Advance Holders, and the aggregate amount of the additionalfunding commitments related to such Other Loans is greater than $5,000,000,Gramercy Capital Corp.’s and GKK Capital LP’s combined Liquidity will bemeasured quarterly on each Payment Date (each such day, a “QuarterlyMeasurement Date” and each such measurement, a “Liquidity Test”).  If Gramercy Capital Corp.’s and GKK CapitalLP’s combined Liquidity (plus any amounts on deposit in the Suspense Account asa result of the operation of this Section 7.19(a)) is less than $20,000,000 onany Quarterly Measurement Date on or after the Quarterly Measurement Date inApril 2007 on which the aggregate amount of the additional funding commitmentsrelated to such Other Loans is greater than $5,000,000, and Gramercy CapitalCorp. and/or GKK Capital LP does not, within 30 calendar days, (i) increasetheir combined Liquidity (plus any amounts on deposit in the Suspense Accountas a result of the operation of this Section 7.19(a)) to at least $20,000,000,(ii) obtain a Qualified Letter of Credit or a guarantee from an entity rated atleast “A-” by S&P and “A3” by Moody’s in an amount at least equal to theexcess, if any, of $20,000,000 over their combined Liquidity (plus any amountson deposit in the Suspense Account as a result of the operation of this Section7.19(a)), (iii) fund one or more accounts owned by the relevant Future AdvanceHolder(s) in an aggregate amount at least equal to the excess, if any, of$20,000,000 over their combined Liquidity (plus any amounts on deposit in theSuspense Account as a result of the operation of this Section 7.19(a)), theonly permitted withdrawals from which will be to satisfy the additional fundingcommitments of such Future Advance Holder(s) or to reimburse the Issuer forlosses related to the failure of the Future Advance Holders to fund futureadvances in accordance with the terms of the related mortgage loan documents,or (iv) take some other action acceptable to the Rating Agencies, a “LiquidityTest Failure” shall have occurred with respect to such Quarterly MeasurementDate.  If such Liquidity Test Failure isnot cured by the following Payment Date, amounts available to be distributed tothe Holders of the Preferred Shares pursuant to clause (34) of Section11.1(a)(i) instead shall be deposited into

173

----

### the Suspense Account until the sum of Liquidity and all amounts ondeposit in the Suspense Account as a result of the obligation of this Section7.19(a) is equal to $20,000,000.  TheCollateral Manager shall notify the Rating Agencies if a Liquidity Test Failureoccurs (and in connection therewith shall report to the Rating Agencies theamount of Liquidity as of the date of the Liquidity Test Failure).  For the avoidance of doubt, if GramercyCapital Corp. and/or GKK Capital LP takes one of the actions described inclause (ii) or (iii) of the immediately preceding sentence following theoccurrence of a Liquidity Failure, they or it, as the case may be, will bepermitted to terminate such Qualified Letter of Credit or guarantee orliquidate such account, as the case may be, at any time thereafter when theircombined Liquidity is at least $20,000,000. Amounts on deposit in the Suspense Account (or any portion thereof) willbe paid (upon standing order of the Issuer) to the Preferred Shares PayingAgent for deposit into the Preferred Shares Distribution Account fordistribution to the holders of the Preferred Shares as payments of thePreferred Shares Distribution Amount (subject to and in accordance with theprovisions of the Preferred Shares Paying Agency Agreement) on any date onwhich the Liquidity Test would be satisfied after such release and payment.

### (b)      With respect to eachRelated Future Advance Loan described in clause (xxxvi)(A)(i) of the definitionof Eligibility Criteria, on any Payment Date on which the aggregate amount ofadditional funding commitments related to Other Loans is greater than$5,000,000, if the related Participating Institution has failed to fund anyfuture advance required to be funded by it in accordance with the terms of therelated Other Loan and Gramercy Capital Corp. and/or GKK Capital LP has not,within 30 calendar days thereafter, (i) obtained a Qualified Letter of Creditor a guarantee from an entity rated at least “A-” by S&P and “A3” by Moody’sin an amount at least equal to $20,000,000, (ii) funded one or more accountsowned by the relevant Future Advance Holder(s) in an aggregate amount at leastequal to $20,000,000, the only permitted withdrawals from which will be tosatisfy the additional funding commitments of such Future Advance Holder(s) orto reimburse the Issuer for losses related to the failure of the Future AdvanceHolders to fund future advances in accordance with the terms of the relatedmortgage loan documents, or (iii) taken some other action acceptable to the RatingAgencies (any such event, a “Schedule P Failure”), amounts available tobe distributed to the Holders of the Preferred Shares pursuant to clause (34)of Section 11.1(a)(i), up to an aggregate amount of $20,000,000 (the “ScheduleP Failure Amount”), instead shall be deposited into the Suspense Accountuntil such time as all such failures to fund have been cured.  Subject to Section 7.19(a), amounts ondeposit in the Suspense Account (or any portion thereof) will be paid (uponstanding order of the Issuer) to the Preferred Shares Paying Agent for depositinto the Preferred Shares Distribution Account for distribution to the holdersof the Preferred Shares as payments of the Preferred Shares Distribution Amount(subject to and in accordance with the provisions of the Preferred SharesPaying Agency Agreement) on any date on which all such failures to fund havebeen cured (and the Liquidity Test would be satisfied after such release andpayment).  For the avoidance of doubt, ifGramercy Capital Corp. and/or GKK Capital LP takes one of the actions describedin clause (i) or (ii) above following the occurrence of a failure to fund, theyor it, as the case may be, will be permitted to terminate such Qualified Letterof Credit or guarantee or liquidate such account, as the case may be, at anytime thereafter when all such failures to fund have been cured.

174

----

### **ARTICLE8**

# **SUPPLEMENTALINDENTURES**

## Section 8.1             Supplemental Indentures WithoutConsent of Securityholders.

Without the consent ofthe Holders of any Notes or any Preferred Shareholders, the Issuer, theCo-Issuer, when authorized by Board Resolutions, and the Trustee, with thewritten consent of each Hedge Counterparty delivered to the Issuer, theCo-Issuer and the Trustee, and, at any time and from time to time subject tothe requirement provided below in this Section 8.1, may enter into oneor more indentures supplemental hereto, in form satisfactory to the Trustee,for any of the following purposes:

### (a)      to evidence thesuccession of another Person to the Issuer or the Co-Issuer and the assumptionby any such successor Person of the covenants of the Issuer or the Co-Issuerherein and in the Notes;

### (b)      to add to the covenantsof the Issuer, the Co-Issuer or the Trustee for the benefit of the Holders ofthe Notes, Preferred Shareholders, each Hedge Counterparty or to surrender anyright or power herein conferred upon the Issuer or the Co-Issuer;

### (c)      to convey, transfer,assign, mortgage or pledge any property to or with the Trustee, or add to theconditions, limitations or restrictions on the authorized amount, terms andpurposes of the issue, authentication and delivery of the Notes;

### (d)      to evidence and providefor the acceptance of appointment hereunder by a successor Trustee and to addto or change any of the provisions of this Indenture as shall be necessary tofacilitate the administration of the trusts hereunder by more than one Trustee,pursuant to the requirements of Sections 6.9, 6.10 and 6.12hereof;

### (e)      to correct or amplify thedescription of any property at any time subject to the lien of this Indenture,or to better assure, convey and confirm unto the Trustee any property subjector required to be subjected to the lien of this Indenture (including, withoutlimitation, any and all actions necessary or desirable as a result of changesin law or regulations) or to subject to the lien of this Indenture anyadditional property;

### (f)       to modify therestrictions on and procedures for resales and other transfers of Notes toreflect any changes in applicable law or regulation (or the interpretationthereof) or to enable the Issuer and the Co-Issuer to rely upon any exemptionfrom registration under the Securities Act or the Investment Company Act or toremove restrictions on resale and transfer to the extent not required thereunder;

### (g)      to accommodate theissuance, if any, of Notes in global or book-entry form through the facilitiesof the Depository Trust Company or otherwise;

### (h)      to enable the Issuer andthe Trustee to rely upon any exemption from registration under the SecuritiesAct, the Exchange Act or the Investment Company Act or to remove certainexisting restrictions to the extent not required under such exemption;

175

----

### (i)       otherwise to correct anyinconsistency or cure any ambiguity or mistake;

### (j)       to take any actioncommercially reasonably necessary or advisable to prevent the Issuer fromfailing to qualify as a qualified REIT subsidiary (within the meaning ofSection 856(i)(2) of the Code) or to prevent the Issuer from being treated as aforeign corporation subject to U.S. federal, state or local income or franchisetax on a net income tax basis or to prevent the Issuer, the Holders of theSecurities or the Trustee from being treated as a foreign corporation subjectto withholding or other taxes, fees or assessments; and

### (k)      to conform this Indenture(other than Sections 7.18 and 7.19 hereof) to the provisions described in theOffering Memorandum, dated August 23, 2006 (or any supplement thereto).

The Trustee is herebyauthorized to join in the execution of any such supplemental indenture and tomake any further appropriate agreements and stipulations which may be thereincontained, but the Trustee shall not be obligated to enter into any suchsupplemental indenture which affects the Trustee’s own rights, duties,liabilities or immunities under this Indenture or otherwise, except to theextent required by law.

If any Class of Notes isOutstanding and rated by a Rating Agency, the Trustee shall not enter into anysuch supplemental indenture if, as a result of such supplemental indenture,such Rating Agency would cause the rating of any such Notes to be reduced orwithdrawn.  At the cost of the Issuer,for so long as any Class of Notes shall remain Outstanding and is rated by aRating Agency, the Trustee shall provide to such Rating Agency a copy of anyproposed supplemental indenture at least fifteen (15) days prior to theexecution thereof by the Trustee, and, for so long as such Notes areOutstanding and so rated, request written confirmation that such Rating Agencywill not, as a result of such supplemental indenture, cause the rating of anysuch Class of Notes to be reduced or withdrawn, and, as soon as practicableafter the execution by the Trustee, the Issuer and the Co-Issuer of any suchsupplemental indenture, provide to such Rating Agency a copy of the executedsupplemental indenture.

The Trustee shall notenter into any such supplemental indenture if, as a result of such supplementalindenture, the interests of any Holder of Securities would be materially andadversely affected thereby or such action will cause the Holders of the Notesto experience any material change to the timing, character or source of theincome from the Notes, unless the Majority of each and every Class of Notes orthe Preferred Shares so affected have approved such SupplementalIndenture.  The Trustee shall be entitledto rely upon an Opinion of Counsel provided by and at the expense of the partyrequesting such supplemental indenture in determining whether or not theHolders of Securities would be adversely affected by such change (after givingnotice of such change to the Holders of Securities).  Such determination shall be conclusive andbinding on all present and future Holders of Securities.  The Trustee shall not be liable for any suchdetermination made in good faith and in reliance upon an Opinion of Counseldelivered to the Trustee as described in Section 8.3 hereof.

Furthermore, the Trusteeshall not enter into any such supplemental indenture unless the Trustee hasreceived an Opinion of Counsel from Cadwalader, Wickersham & Taft LLP orother nationally recognized U.S. tax counsel experienced in such matters thatthe

176

----

proposed supplemental indenture will not cause theIssuer to fail to be treated as a qualified REIT subsidiary (within the meaningof Section 856(i)(2) of the Code) or otherwise be treated as a foreigncorporation subject to U.S. federal income tax on a net income tax basis.

## Section 8.2             Supplemental Indentures withConsent of Securityholders.

Except as set forthbelow, with the written consent of (a) the holders of not less than a Majorityin Aggregate Outstanding Amount (excluding any Notes owned by the CollateralManager or any of its Affiliates, or by any accounts managed by them) of theNotes of each class materially and adversely affected thereby and all of theHolders of Preferred Shares if materially and adversely affected thereby by Actof said Securityholders delivered to the Trustee and the Co-Issuers, and (b)the consent of each Hedge Counterparty that is materially and adverselyaffected thereby, and subject to satisfaction of the Rating Agency Condition,the Trustee and the Co-Issuers may enter into one or more indenturessupplemental hereto to add any provisions to, or change in any manner oreliminate any of the provisions of, this Indenture or modify in any manner therights of the Holders of the Notes of such Class or the Preferred Shares, asthe case may be, under this Indenture. Unless notified (after giving fifteen (15) Business Days’ notice of suchchange to the Holders of each Class of Notes, the Holders of the PreferredShares and each Hedge Counterparty) by Holders of a Majority (excluding anyNotes owned by the Collateral Manager or any of its Affiliates, or by anyaccounts managed by them) of the Notes of any Class and the Preferred Sharesthat such Class of Notes or the Preferred Shares will be materially andadversely affected by the proposed supplemental indenture, the interests ofsuch Class will be deemed not to be materially and adversely affected by suchproposed supplemental indenture.  Suchdeterminations shall be conclusive and binding on all present and futureNoteholders and Holders of the Preferred Shares.  The consent of the Holders of the PreferredShares shall be binding on all present and future Holders of the PreferredShares.

Without the consent of(x) each Hedge Counterparty (if any) (to the extent set forth in the relatedHedge Agreement) and (y) in the case of clauses (a) through (h) and (j) below,all of the holders of each Outstanding Class of Notes adversely affected, or,in the case of clause (i) below, all of the Holders of the Controlling Classand in each such case subject to satisfaction of the Rating Agency Condition,no supplemental indenture may:

### (a)      change the StatedMaturity of the principal of or the due date of any installment of interest onany Note, reduce the principal amount thereof or the Note Interest Rate thereonor the Redemption Price with respect to any Note, change the date of anyscheduled distribution on the Preferred Shares, or the Redemption Price withrespect thereto, or change the earliest date on which any Note may be redeemedat the option of the Issuer, change the provisions of this Indenture that applythe proceeds of any Assets to the payment of principal of or interest on Notesor of distributions to the Preferred Shares Paying Agent for the payment ofdistributions in respect of the Preferred Shares or change any place where, orthe coin or currency in which, any Note or the principal thereof or interestthereon is payable, or impair the right to institute suit for the enforcementof any such payment on or after the Stated Maturity thereof (or, in the case ofredemption, on or after the applicable Redemption Date);

177

----

### (b)      reduce the percentage ofthe Aggregate Outstanding Amount of Holders of Notes of each Class or theNotional Amount of Preferred Shares of Preferred Shareholders whose consent isrequired for the authorization of any such supplemental indenture or for anywaiver of compliance with certain provisions of this Indenture or certainDefaults hereunder or their consequences provided for in this Indenture;

### (c)      impair or adverselyaffect the Assets except as otherwise permitted in this Indenture;

### (d)      permit the creation ofany lien ranking prior to or on a parity with the lien of this Indenture withrespect to any part of the Assets or terminate such lien on any property at anytime subject hereto or deprive the Holder of any Note, or the Holder of anyPreferred Share as an indirect beneficiary, of the security afforded to suchHolder by the lien of this Indenture;

### (e)      reduce the percentage ofthe Aggregate Outstanding Amount of Holders of Notes of each Class whoseconsent is required to request the Trustee to preserve the Assets or rescindthe Trustee’s election to preserve the Assets pursuant to Section 5.5 orto sell or liquidate the Assets pursuant to Section 5.4 or 5.5hereof;

### (f)       modify any of theprovisions of this Section 8.2, except to increase any percentage ofoutstanding Notes whose holders’ consent is required for any such action or toprovide that other provisions of this Indenture cannot be modified or waivedwithout the consent of the Holder of each outstanding Note affected thereby;

### (g)      modify the definition ofthe term “Outstanding” or the provisions of *Section 11.1* or *Section13.1* hereof;

### (h)      modify or amend any ofthe non-petition and limited-recourse provisions set forth herein or in any ofthe related Transaction Documents;

### (i)       modify the definition ofthe term “Collateral Manager Servicing Standard”; or

### (j)       modify any of theprovisions of this Indenture in such a manner as to affect the calculation ofthe amount of any payment of interest or principal on any Note on any PaymentDate or of distributions to the Preferred Shares Paying Agent for the paymentof distributions in respect of the Preferred Shares on any Payment Date (or anyother date) or to affect the rights of the Holders of Securities to the benefitof any provisions for the redemption of such Securities contained herein;

provided,**however, that no supplemental indenture may reducethe permitted minimum denominations of the Notes or modify any provisionsregarding non-recourse or non-petition covenants with respect to the Issuer andthe Co-Issuer.

If any Class of Notes areOutstanding and rated by a Rating Agency, the Trustee shall not enter into anysuch supplemental indenture if, as a result of such supplemental indenture,such Rating Agency would cause the rating of any such Notes to be immediately

178

----

reduced or withdrawn. At the cost of the Issuer, for so long as any Class of Notes shallremain Outstanding and is rated by a Rating Agency, the Trustee shall provideto such Rating Agency a copy of any proposed supplemental indenture at leastfifteen (15) days prior to the execution thereof by the Trustee, and, for solong as such Notes are Outstanding and so rated, request written confirmationthat such Rating Agency will not, as a result of such supplemental indenture,cause the rating of any such Class of Notes to be reduced or withdrawn.

The Trustee shall beentitled to rely upon an Opinion of Counsel provided by and at the expense ofthe party requesting such supplemental indenture in determining whether or notthe Holders of Securities would be adversely affected by such change (aftergiving notice of such change to the Holders of Securities).  Such determination shall be conclusive andbinding on all present and future Holders of Securities.  The Trustee shall not be liable for any suchdetermination made in good faith and in reliance upon an Opinion of Counseldelivered to the Trustee as described in Section 8.3 hereof.

It shall not be necessaryfor any Act of Securityholders under this Section 8.2 to approve theparticular form of any proposed supplemental indenture, but it shall besufficient if such Act shall approve the substance thereof.

Promptly after theexecution by the Issuer, the Co-Issuer and the Trustee of any supplementalindenture pursuant to this Section 8.2, the Trustee, at the expense ofthe Issuer, shall mail to the Securityholders, each Hedge Counterparty, thePreferred Shares Paying Agent, the Collateral Manager, and, so long as theNotes are Outstanding and so rated, each Rating Agency a copy thereof based onan outstanding rating.  Any failure ofthe Trustee to publish or mail such notice, or any defect therein, shall not,however, in any way impair or affect the validity of any such supplemental indenture.

## Section 8.3             Execution of SupplementalIndentures.

In executing or acceptingthe additional trusts created by any supplemental indenture permitted by this Article8 or the modifications thereby of the trusts created by this Indenture, theTrustee shall be entitled to receive, and shall be fully protected in relyingupon, an Opinion of Counsel stating that the execution of such supplementalindenture is authorized or permitted by this Indenture and that all conditionsprecedent thereto have been satisfied. The Trustee may, but shall not beobligated to, enter into any such supplemental indenture which affects theTrustee’s own rights, duties or immunities under this Indenture orotherwise.  The Collateral Manager willbe bound to follow any amendment or supplement to this Indenture of which ithas received written notice at least ten (10) Business Days prior to theexecution and delivery of such amendment or supplement; provided,**however, that with respect to any amendment orsupplement to this Indenture which may, in the judgment of the CollateralManager adversely affect the Collateral Manager, the Collateral Manager shallnot be bound (and the Issuer agrees that it will not permit any such amendmentto become effective) unless the Collateral Manager gives written consent to theTrustee and the Issuer to such amendment. The Issuer and the Trustee shall give written notice to the CollateralManager of any amendment made to this Indenture pursuant to its terms.  In addition, the Collateral Manager’s writtenconsent shall be required prior to any amendment to this Indenture by which itis adversely affected.

179

----

Section 8.4             Effectof Supplemental Indentures.

Upon the execution of anysupplemental indenture under this Article 8, this Indenture shall bemodified in accordance therewith, and such supplemental indenture shall form apart of this Indenture for all purposes; and every Holder of Notes andPreferred Shares theretofore and thereafter authenticated and deliveredhereunder shall be bound thereby.

## Section 8.5             Reference in Notes toSupplemental Indentures.

Notes authenticated anddelivered after the execution of any supplemental indenture pursuant to this Article8 may, and if required by the Trustee shall, bear a notice in form approvedby the Trustee as to any matter provided for in such supplementalindenture.  If the Issuer and theCo-Issuer shall so determine, new Notes, so modified as to conform in theopinion of the Trustee and the Issuer and the Co-Issuer to any suchsupplemental indenture, may be prepared and executed by the Issuer and theCo-Issuer and authenticated and delivered by the Trustee in exchange forOutstanding Notes.

## Section 8.6             Certain Consents Required forall Supplemental Indentures.

Notwithstanding anythingin this Article 8 to the contrary, so long as the Class A-1 Notes are theControlling Class, the Issuer, the Co-Issuer and the Trustee shall not enterinto any supplemental indenture without obtaining the consent of the Holders ofa Majority of the Class A-1 Notes (such consent not to be unreasonablywithheld); provided that, if the Holders of the Class A-1 Notes do not objectto such supplemental indenture within seven (7) days after notice is given,such Holders will be deemed to have consented to such supplemental indenture.

180

----

**ARTICLE 9**

# **REDEMPTIONOF SECURITIES; REDEMPTION PROCEDURES**

## Section 9.1             Clean-up Call; Tax Redemptionand Optional Redemption.

### (a)      The Notes may be redeemedat the option of and at the direction of the Collateral Manager, in whole butnot in part, on any Payment Date (the “Clean-up Call Date”), on or after the PaymentDate on which the Aggregate Outstanding Amount of the Notes has been reduced toten percent (10%) of the Aggregate Outstanding Amount of the Notes on theClosing Date, at a price equal to the applicable Redemption Prices (suchredemption, a “Clean-up Call”);provided**that any payments due andpayable upon a termination of each Hedge Agreement will be made on the Clean-upCall Date in accordance with the terms thereof and this Indenture; and provided,**further, that the funds available to be used forsuch Clean-up Call will be sufficient to pay (x) the Redemption Prices of theNotes simultaneously and (y) the amounts and the expenses described in clauses(1) through (5) and (31) through (33) of Section 11.1(a)(i).

### (b)      The Notes and thePreferred Shares shall be redeemable, in whole but not in part, by Act of aMajority of the Preferred Shares delivered to the Trustee, on the Payment Date(the “Tax Redemption Date”)by the Issuer following the occurrence of a Tax Event, if the Tax MaterialityCondition is satisfied at a price equal to the applicable Redemption Prices(such redemption, a “TaxRedemption”); provided**thatany payments due and payable upon a termination of each Hedge Agreement will bemade in accordance with the terms thereof and this Indenture; and provided,**further, the funds available to be used for such TaxRedemption will be sufficient to pay (x) the Redemption Prices of the Notessimultaneously and (y) the amounts and the expenses described in clauses (1)through (5) and (31) through (33) of Section 11.1(a)(i).  Upon the occurrence of a Tax Event, theIssuer and the Co-Issuer, at the direction of the Collateral Manager shallprovide written notice thereof to the Trustee, the Irish Paying Agent (for solong as any Notes are listed on the Irish Stock Exchange), each HedgeCounterparty and each Rating Agency.

### (c)      The Notes shall beredeemable, in whole but not in part, at a price equal to the applicableRedemption Price, after the end of the Non-call Period, at the direction of theIssuer (such redemption, an “OptionalRedemption”) (i) by Act of a Majority of the Preferred Sharesdelivered to the Trustee, or (ii) at the direction of the Collateral Managerunless a Majority of the Preferred Shares object; provided,**however, that any payments due and payable upon atermination of each Hedge Agreement will be made in accordance with the termsthereof and this Indenture; and provided,**further,that the funds available to be used for such Optional Redemption will besufficient to pay the amount necessary to pay (x) the Redemption Prices of theNotes simultaneously and (y) the amounts and the expenses described in clauses(1) through (5) and (31) through (33) of Section 11.1(a)(i).

### (d)      The election by theCollateral Manager to redeem the Notes pursuant to a Clean-up Call shall beevidenced by an Officer’s Certificate from the Collateral Manager

181

----

### directing the Trustee to make the payment to the Paying Agent of theapplicable Redemption Price of all of the Notes to be redeemed from funds inthe Payment Account in accordance with the Priority of Payments.  In connection with a Tax Redemption, theoccurrence of a Tax Event and satisfaction of the Tax Materiality Conditionshall be evidenced by an Issuer Order from the Issuer or from the CollateralManager on behalf of the Issuer certifying that such conditions for a TaxRedemption have occurred.  The electionby the Collateral Manager to redeem the Notes pursuant to an OptionalRedemption shall be evidenced by an Officer’s Certificate from the CollateralManager on behalf of the Issuer certifying that the conditions for an OptionalRedemption have occurred.

### (e)      A redemption pursuant to Sections9.1(a), 9.1(b) or 9.1(c) shall not occur unless (1) (i) atleast six (6) Business Days before the scheduled Redemption Date, theCollateral Manager shall have certified to the Trustee that the CollateralManager on behalf of the Issuer has entered into a binding agreement oragreements, with (A) one or more financial institutions whose long-termunsecured debt obligations (other than such obligations whose rating is basedon the credit of a person other than such institution) have a credit ratingfrom each Rating Agency of at least equal to the highest rating of any Notesthen Outstanding or whose short-term unsecured debt obligations have a creditrating of “P-1” by Moody’s as long as the term of such agreement is ninety (90)days or less and “A-1” by S&P or (B) one or more Affiliates of theCollateral Manager, to sell all or part of the Pledged Obligations, not laterthan the Business Day immediately preceding the scheduled Redemption Date or(ii) the Trustee shall have received written confirmation that the method ofredemption satisfies the Rating Agency Condition and (2) the related SaleProceeds (in immediately available funds), together with all other availablefunds (including proceeds from the sale of the Assets, Eligible Investmentsmaturing on or prior to the scheduled Redemption Date, all amounts in theCollection Accounts and available Cash), shall be an aggregate amountsufficient to pay all amounts, payments, fees and expenses in accordance withthe Priority of Payments due and owing on such Redemption Date.

## Section 9.2             Auction Call Redemption.

### (a)      During the period fromand including the Payment Date occurring in July 2016 and to but not includingthe first Payment Date on which the Clean-up Call may be exercised (the “Auction Call Period”),the Notes and the Preferred Shares will be redeemed, in whole but not in part,if a Successful Auction is completed (such redemption, an “Auction Call Redemption”),at their applicable Redemption Prices; provided**thatany payments due and payable upon a termination of each Hedge Agreement will bemade on the Auction Call Redemption Date in accordance with the terms thereofand this Indenture; and provided,**further,that the funds available to be used for such Auction Call Redemption will besufficient to pay the Total Auction Call Redemption Price.  An Auction Call Redemption may only occur ona Payment Date occurring in January or July during the Auction Call Period(such Payment Date, the “AuctionCall Redemption Date”).

### (b)      The Trustee shall selland transfer the Collateral Debt Securities to the highest bidder for all of theCollateral Debt Securities (or to each highest bidder for one or more (but notall) of the Collateral Debt Securities), at the Auction, as long as:

182

----

#### (i)           the Auction has beenconducted in accordance with the Auction Procedures, as evidenced by a certificationof the Collateral Manager;

#### (ii)          at least one bidderdelivers to the Collateral Manager a bid (which bid may be based upon a fixedspread above or below a generally recognized price index) for (x) the purchaseof all of the Collateral Debt Securities or (y) the purchase of each CollateralDebt Security (which bid may be for one or more (but not all) of the CollateralDebt Securities);

#### (iii)         based on theCollateral Manager’s certification to the Trustee of the amount of the cashpurchase price of each bid, the Trustee, in consultation with the CollateralManager, determines that the Highest Auction Price would result in a cashpurchase price for the Collateral Debt Securities which, together with thebalance of all Eligible Investments and Cash on deposit in the CollectionAccounts, the Payment Account and the Expense Account, will be at least equalto the Total Auction Call Redemption Price; and

#### (iv)        each bidder whooffered the Highest Auction Price for all of the Collateral Debt Securities orfor one or more of the Collateral Debt Securities enters into a writtenagreement with the Issuer (which the Issuer shall execute if the conditions setforth in clauses (i) through (iii) above are satisfied) obligating the highestbidder for all of the Collateral Debt Securities (or the highest bidder for oneor more (but not all) of the Collateral Debt Securities) to purchase all(either individually or together with other bidders, as applicable) of theCollateral Debt Securities with the closing of such purchase (and full paymentin Cash to the Trustee) to occur on or before the tenth Business Day prior tothe scheduled Redemption Date.

### (c)      If any of the foregoingconditions is not met with respect to any Auction, or if the highest bidder orthe Collateral Manager, as the case may be, fails to pay the purchase price onor before the sixth (6th) Business Day following the relevant Auction Date, (i)the Auction Call Redemption shall not occur on the Payment Date following therelevant Auction Date, (ii) the Trustee shall give notice of the withdrawalpursuant to Section 9.3, (iii) subject to subclause (iv) below, theTrustee shall decline to consummate such sale and shall not solicit any furtherbids or otherwise negotiate any further sale of Collateral Debt Securities inrelation to such Auction and (iv) unless the Notes and the Preferred Shares areredeemed in full prior to the next succeeding Auction Date, or the CollateralManager notifies the Trustee that market conditions are such that such Auctionis not likely to be successful, the Trustee shall conduct another Auction onthe next succeeding Auction Date.

## Section 9.3             Notice of Redemption.

### (a)      In connection with anOptional Redemption, a Clean-up Call or a Tax Redemption pursuant to Section9.1 or an Auction Call Redemption pursuant to Section 9.2, theTrustee on behalf of the Issuer and the Co-Issuer shall (i) set the applicableRecord Date and (ii) at least forty-five (45) days prior to the proposedRedemption Date, notify the Collateral Manager, each Hedge Counterparty, theRating Agencies and each Preferred Shareholder at such Preferred Shareholder’saddress in the register maintained by the Share

183

----

### Registrar, of such proposed Redemption Date, the applicable RecordDate, the principal amount of Notes to be redeemed on such Redemption Date andthe Redemption Price of such Notes in accordance with Section 9.1 or Section9.2.  The Redemption Price shall bedetermined no earlier than sixty (60) days prior to the proposed RedemptionDate.

### (b)      Any such notice of anAuction Call Redemption, an Optional Redemption, a Clean-up Call or a TaxRedemption may be withdrawn by the Issuer and the Co-Issuer at the direction ofthe Collateral Manager up to the fourth Business Day prior to the scheduledRedemption Date by written notice to the Trustee, the Irish Paying Agent (forso long as any Notes are listed on the Irish Stock Exchange), each HedgeCounterparty, to each Holder of Notes to be redeemed, and the CollateralManager only if (i) in the case of an Optional Redemption, a Clean-up Call or aTax Redemption the Collateral Manager is unable to deliver the sale agreementor agreements or certifications referred to in Section 9.1(e), as thecase may be or (ii) in the case of an Auction Call Redemption, the Auction isunable to be consummated pursuant to the Auction Procedures.

## Section 9.4             Notice of Redemption or Maturityby the Issuer.

Notice of redemptionpursuant to Section 9.1, Section 9.2 or the Maturity of any Notesshall be given by first class mail, postage prepaid, mailed not less than ten(10) Business Days (or four (4) Business Days where the notice of an AuctionCall Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption iswithdrawn pursuant to Section 9.3(b)) prior to the applicable RedemptionDate or Maturity, to each Holder of Notes to be redeemed, at its address in theNotes Register.  In addition, so long asany Notes are listed on the Irish Stock Exchange, notice of redemption orMaturity shall be published in the Irish Stock Exchange’s Daily Official Listor as otherwise required by the rules of the Irish Stock Exchange not less thanten (10) Business Days prior to the applicable Redemption Date or Maturity.

All notices of redemptionshall state:

### (a)      the applicable RedemptionDate;

### (b)      the applicable RedemptionPrice;

### (c)      that all the Notes arebeing paid in full, and that interest on the Notes shall cease to accrue on theRedemption Date specified in the notice; and

### (d)      the place or places wheresuch Notes to be redeemed in whole are to be surrendered for payment of theRedemption Price which shall be the office or agency of the Paying Agent asprovided in Section 7.2.

Notice of redemptionshall be given by the Issuer and Co-Issuer, or at their request, by the Trusteein their names and at the expense of the Issuer.  Failure to give notice of redemption, or anydefect therein, to any Holder of any Note shall not impair or affect thevalidity of the redemption of any other Notes.

184

----

Section 9.5             NotesPayable on Redemption Date.

Notice of redemptionhaving been given as aforesaid, the Notes to be redeemed shall, on theRedemption Date, become due and payable at the Redemption Price thereinspecified, and from and after the Redemption Date (unless the Issuer shallDefault in the payment of the Redemption Price and accrued interest) the Notesshall cease to bear interest on the Redemption Date.  Upon final payment on a Note to be redeemed,the Holder shall present and surrender such Note at the place specified in thenotice of redemption on or prior to such Redemption Date; provided,**however, that if there is delivered to the Issuer,the Co-Issuer and the Trustee such security or indemnity as may be required bythem to save each of them harmless (an unsecured indemnity agreement deliveredto the Issuer, the Co-Issuer and the Trustee by an institutional investor witha net worth of at least U.S.$200,000,000 being deemed to satisfy such securityor indemnity requirement) and an undertaking thereafter to surrender such Note,then, in the absence of notice to the Issuer, the Co-Issuer and the Trusteethat the applicable Note has been acquired by a bona fide purchaser, such finalpayment shall be made without presentation or surrender.  Payments of interest on Notes of a Class soto be redeemed whose Stated Maturity is on or prior to the Redemption Dateshall be payable to the Holders of such Notes, or one or more predecessorNotes, registered as such at the close of business on the relevant Record Dateaccording to the terms and provisions of Section 2.7(m).

If any Note called forredemption shall not be paid upon surrender thereof for redemption, theprincipal thereof shall, until paid, bear interest from the Redemption Date atthe applicable Note Interest Rate for each successive Interest Accrual Periodthe Note remains Outstanding.

## Section 9.6             Mandatory Redemption.

On any Payment Date onwhich any of the Coverage Tests applicable to any Class of Notes is not met onthe most recent Measurement Date, the Notes shall be redeemed (a “Mandatory Redemption”),first from Interest Proceeds and then from Principal Proceeds in each case inaccordance with the Priority of Payments in an amount necessary, and only tothe extent necessary, to cause each of the Coverage Tests to be satisfied.  Further, each Hedge Agreement will beterminated in part in accordance with the terms thereof and any payments dueand payable on the Hedge Agreement in connection with the termination of theHedge Agreement will be made on such Payment Date in accordance with the termsthereof and this Indenture, including satisfaction of the Rating AgencyCondition.  Such Principal Proceeds andInterest Proceeds shall be applied to each of the outstanding Classes of Notesin accordance with its relative seniority in accordance with the Priority ofPayments.  On or promptly after suchMandatory Redemption, the Issuer and the Co-Issuer shall certify or cause to becertified to each of the Rating Agencies and the Trustee whether the CoverageTests have been met.

## Section 9.7             Special Amortization.

The Notes may beamortized in part by the Issuer (at the election and direction of theCollateral Manager) if, at any time during the Reinvestment Period, theCollateral Manager has been unable, for a period of at least thirty (30)consecutive days, to identify Substitute Collateral Debt Securities that itdetermines would be appropriate and would meet the Eligibility

185

----

Criteria in sufficient amounts to permit thereinvestment of all or a portion of the Principal Proceeds on deposit in thePrincipal Collection Account and the amounts on deposit in the Unused ProceedsAccount in Substitute Collateral Debt Securities.  The Collateral Manager shall notify theTrustee, the Issuer, the Co-Issuer and each Hedge Counterparty of such election(a “Special Amortization”)and the amount to be amortized (such amount, the “Special Amortization Amount”).  On the first Payment Date following the dateon which such notice is given, the Special Amortization Amount will be appliedto amortize the Notes in accordance with the Priority of Payments (i) on a *pro rata* basis (based on the Aggregate Outstanding Amount ofeach Class) among all Classes of Notes (without regard to any CapitalizedInterest) if each of the S&P Special Amortization Pro Rata Condition andthe Moody’s Special Amortization Pro Rata Condition is satisfied with respectto the related Payment Date and each of the Coverage Tests is satisfied as ofsuch Payment Date (after giving effect to Mandatory Redemption Paymentsactually made, if any, on such Payment Date); or (ii) sequentially among allClasses of Notes, if either the S&P Special Amortization Pro Rata Conditionor the Moody’s Special Amortization Pro Rata Condition is not satisfied withrespect to the related Payment Date or any Coverage Test is not satisfied as ofsuch Payment Date (after giving effect to Mandatory Redemption Paymentsactually made, if any, on such Payment Date); provided, however,that all amounts representing recoveries in respect of Defaulted Securitieswill be distributed sequentially in any event, in accordance with Section11.1(a)(ii)(12).

186

----

**ARTICLE10**

# **ACCOUNTS,ACCOUNTINGS AND RELEASES**

## Section 10.1           Collection of Money; CustodialAccount.

### (a)      Except as otherwiseexpressly provided herein, the Trustee may demand payment or delivery of, andshall receive and collect, directly and without intervention or assistance ofany fiscal agent or other intermediary, all Money and other property payable toor receivable by the Trustee pursuant to this Indenture, including all paymentsdue on the Pledged Obligations in accordance with the terms and conditions ofsuch Pledged Obligations.  The Trusteeshall segregate and hold all such Money and property received by it in trustfor the Holders of the Notes and each Hedge Counterparty, and shall apply it asprovided in this Indenture.

### (b)      The Trustee shall creditall Collateral Debt Securities and Eligible Securities to an account designatedas the “Custodial Account.”

## Section 10.2           Collection Accounts.

### (a)      The Trustee shall, priorto the Closing Date, establish a segregated trust account which shall bedesignated as the “Collection Account” and will consist of two subaccounts, the“Interest Collection Account” and the “Principal Collection Account”(collectively, the “CollectionAccounts”), which shall be held in trust in the name of theTrustee for the benefit of the Noteholders and each Hedge Counterparty, intowhich Collection Accounts, as applicable, the Trustee shall from time to timedeposit (i) all amounts, if any, received by the Issuer pursuant to the HedgeAgreements (other than amounts received by the Issuer by reason of an event ofdefault or termination event (each as defined in the related Hedge Agreement)or other comparable event that are required, pursuant to Section 16.1(g)to be used for the purchase by the Issuer of a replacement Hedge Agreement) andamounts held in each Hedge Collateral Account pursuant to Section 16.1(e),(ii) all Sale Proceeds (unless simultaneously reinvested in SubstituteCollateral Debt Securities, subject to the Reinvestment Criteria and (iii) allInterest Proceeds and all Principal Proceeds. In addition, the Issuer may, but under no circumstances shall berequired to, deposit from time to time such Monies in the Collection Accountsas it deems, in its sole discretion, to be advisable.  All Monies deposited from time to time in theCollection Accounts pursuant to this Indenture shall be held by the Trustee aspart of the Assets and shall be applied to the purposes herein provided.  The Collection Accounts shall remain at alltimes with the Corporate Trust Office or a financial institution having along-term debt rating at least equal to “A-” or “A2,” as applicable, or ashort-term debt rating at least equal to “A-1,” “P-1” or “F1,” as applicable.

### (b)      All distributions ofprincipal or interest received in respect of the Assets, and any Sale Proceedsfrom the sale or disposition of a Collateral Debt Security or other Assetsreceived by the Trustee in Dollars shall be immediately deposited into theInterest Collection Account or the Principal Collection Account, as InterestProceeds or Principal

187

----

### Proceeds, respectively (unless, in the case of proceeds received fromthe sale or disposition of any Assets, such proceeds are simultaneouslyreinvested pursuant to Section 10.2(d) in Substitute Collateral DebtSecurities, subject to the Reinvestment Criteria, or in EligibleInvestments).  Subject to Sections10.2(d), 10.2(e) and 11.2, all such property, together withany securities in which funds included in such property are or will be investedor reinvested during the term of this Indenture, and any income or other gainrealized from such investments, shall be held by the Trustee in the CollectionAccounts as part of the Assets subject to disbursement and withdrawal asprovided in this Section 10.2. Subject to Section 10.2(e) by Issuer Order (which may be in theform of standing instructions), the Issuer or the Collateral Manager, on behalfof the Issuer, shall at all times direct the Trustee to, and, upon receipt ofsuch Issuer Order, the Trustee shall, invest all funds received into theCollection Accounts during a Due Period, and amounts received in prior DuePeriods and retained in the Collection Accounts, as so directed in EligibleInvestments having stated maturities no later than the Business Day immediatelypreceding the next Payment Date.  TheTrustee, within one Business Day after receipt of any Scheduled Distribution orother proceeds in respect of the Assets which is not Cash, shall so notify theIssuer and the Collateral Manager and the Issuer, or the Collateral Manager onbehalf of the Issuer, shall, within five Business Days of receipt of suchnotice from the Trustee, sell such Scheduled Distribution or other non-Cashproceeds for Cash in an arm’s length transaction to a Person which is not anAffiliate of the Issuer or the Collateral Manager and deposit the proceedsthereof in the applicable Collection Account for investment pursuant to this Section10.2; provided*,*however,that the Issuer, or the Collateral Manager on behalf of the Issuer, need notsell such Scheduled Distributions or other non-Cash proceeds if it delivers anOfficer’s Certificate to the Trustee certifying that such ScheduledDistributions or other proceeds constitute Collateral Debt Securities orEligible Investments.

### (c)      If prior to theoccurrence of an Event of Default, the Issuer, or the Collateral Manager onbehalf of the Issuer, shall not have given any investment directions pursuantto Section 10.2(b), the Trustee shall seek instructions from the Issuer,or the Collateral Manager on behalf of the Issuer, within three Business Daysafter transfer of such funds to the applicable Collection Account.  If the Trustee does not thereupon receivewritten instructions from the Issuer, or the Collateral Manager on behalf of theIssuer, within five Business Days after transfer of such funds to theapplicable Collection Account, it shall invest and reinvest the funds held inthe applicable Collection Account in one or more Eligible Investments describedin clause (ii) of the definition of Eligible Investments maturing no later thanthe Business Day immediately preceding the next Payment Date.  If after the occurrence of an Event ofDefault, the Issuer, or the Collateral Manager on behalf of the Issuer, shallnot have given investment directions to the Trustee pursuant to Section10.2(b) for three consecutive days, the Trustee shall invest and reinvestsuch Monies as fully as practicable in Eligible Investments described in clause(ii) of the definition of Eligible Investments maturing not later than theearlier of (i) thirty (30) days after the date of such investment or (ii) theBusiness Day immediately preceding the next Payment Date.  All interest and other income from suchinvestments shall be deposited in the applicable Collection Account, any gainrealized from such investments shall be credited to the applicable CollectionAccount, and any loss resulting from such investments shall be charged to theapplicable Collection Account.  The Trusteeshall not in any way be held liable (except as a result of negligence, willfulmisconduct or bad faith) by reason of any insufficiency of such applicableCollection Account

188

----

### resulting from any loss relating to any such investment, except withrespect to investments in obligations of the Trustee or any Affiliate thereof.

### (d)      During the ReinvestmentPeriod (and thereafter to the extent necessary to acquire Collateral DebtSecurities pursuant to contracts entered into during the Reinvestment Period),the Collateral Manager on behalf of the Issuer may by Issuer Order direct theTrustee to, and upon receipt of such Issuer Order the Trustee shall, reinvestPrincipal Proceeds in Collateral Debt Securities selected by the CollateralManager as permitted under and in accordance with the requirements of Article12 and such Issuer Order.

### (e)      Subject to Section10.2(f), the Trustee shall transfer to the Payment Account for applicationpursuant to Section 11.1(a) and in accordance with the calculations andthe instructions contained in the Notes Valuation Report prepared by theTrustee on behalf of the Issuer pursuant to Section 10.12(e), on orprior to the Business Day prior to each Payment Date, any amounts then held inthe Collection Accounts other than (i) Interest Proceeds or Principal Proceedsreceived after the end of the Due Period with respect to such Payment Date and(ii) amounts that the Issuer is entitled to reinvest in accordance with Section12.2 and which the Issuer so elects to reinvest in accordance with theterms of this Indenture.

### (f)       Notwithstanding theforegoing, the Trustee shall transfer to the Payment Account from amounts ondeposit in the Interest Collection Account or, solely in the case of clause(iii) below, the Principal Collection Account, as applicable, such amounts, ifany, that are due and payable to (i) Green Loan in respect of the Green LoanAdministrative Fee in accordance with, and at the times set forth in, the AssetServicing Agreement, (ii) Green Loan in respect of any special servicing feesdue to Green Loan in accordance with, and at the times set forth in, the AssetServicing Agreement (to the extent such amounts have not otherwise been paid)and (iii) any Hedge Counterparty, in satisfaction of any Hedge Payment Amount(other than any amount due and payable by the Issuer under the related HedgeAgreement following an Event of Default or Termination Event (other thanIllegality or Tax event) (each as defined in the related Hedge Agreement) withrespect to which such Hedge Counterpart is the Defaulting Party or the soleAffected Party (as defined in the related Hedge Agreement)), if any, then dueand payable to such Hedge Counterparty in accordance with the terms of therelated Hedge Agreement.  Any requiredpayments to Hedge Counterparties pursuant to clause (iii) of the precedingsentence shall be made, first, from amounts on deposit in the InterestCollection Account and, second, to the extent amounts on deposit in theInterest Collection Account are insufficient, from amounts on deposit in thePrincipal Collection Account.  TheTrustee shall make each such transfer on or prior to the Business Day prior tothe related payment date.

### (g)      Notwithstanding theforegoing, the Trustee shall deposit a portion, as specified in the relatedAsset Hedge Schedules, of all payments of interest received in respect ofNon-Quarterly Pay Assets into the Asset Hedge Account.

## Section 10.3           Payment Account.

### (a)      The Trustee shall, priorto the Closing Date, establish a single, segregated trust account which shallbe designated as the “Payment Account,” which shall be held in trust

189

----

### for the benefit of the Noteholders and each Hedge Counterparty and overwhich the Trustee shall have exclusive control and the sole right ofwithdrawal.  Any and all funds at anytime on deposit in, or otherwise to the credit of, the Payment Account shall beheld in trust by the Trustee for the benefit of the Noteholders.  Except as provided in Sections 11.1and 11.2, the only permitted withdrawal from or application of funds ondeposit in, or otherwise to the credit of, the Payment Account shall be (i) topay the interest on and the principal of the Notes and make other payments inrespect of the Notes in accordance with their terms and the provisions of thisIndenture, (ii) to pay the Preferred Share Paying Agent for deposit into thePreferred Share Distribution Account for distributions to the PreferredShareholders in accordance with the terms and the provisions of the PreferredShares Paying Agency Agreement, (iii) upon Issuer Order, to pay other amountsspecified therein, and (iv) otherwise to pay amounts payable pursuant to and inaccordance with the terms of this Indenture, each in accordance with thePriority of Payments.  The Trustee agreesto give the Issuer and the Co-Issuer immediate notice if it becomes aware thatthe Payment Account or any funds on deposit therein, or otherwise to the creditof the Payment Account, shall become subject to any writ, order, judgment,warrant of attachment, execution or similar process.  Neither the Issuer nor the Co-Issuer shallhave any legal, equitable or beneficial interest in the Payment Account otherthan in accordance with the Priority of Payments.  The Payment Account shall remain at all timeswith the Corporate Trust Office or a financial institution having a long-termdebt rating by each Rating Agency at least equal to “A-” or “A2,” asapplicable, or a short-term debt rating by each Rating Agency at least equal to“A-1,”  “P-1” or “F1,” asapplicable.  Amounts in the PaymentAccount shall not be invested.

## Section 10.4           Unused Proceeds Account.

### (a)      The Trustee shall priorto the Closing Date establish a single, segregated trust account which shall bedesignated as the “Unused Proceeds Account” which shall be held in trust in thename of the Trustee for the benefit of the Noteholders, into which the amountspecified in Section 3.2(g) shall be deposited.  All Monies deposited from time to time in theUnused Proceeds Account pursuant to this Indenture shall be held by the Trusteeas part of the Assets and shall be applied to the purposes herein provided.

### (b)      The Trustee agrees togive the Issuer immediate notice if it becomes aware that the Unused ProceedsAccount or any funds on deposit therein, or otherwise to the credit of theUnused Proceeds Account, shall become subject to any writ, order, judgment,warrant of attachment, execution or similar process.  The Unused Proceeds Account shall remain atall times with the Corporate Trust Office of a financial institution having along-term debt rating by each Rating Agency at least equal to “A-” or “A2,” asapplicable, or a short-term debt rating at least equal to “A-1,” “P-1” or “F1,”as applicable.

### (c)      During the ReinvestmentPeriod, amounts on deposit in the Unused Proceeds Account may or shall bedesignated by the Collateral Manager as Special Amortization Amounts to beincluded as Principal Proceeds pursuant to Section 9.7.  If the Aggregate Principal Balance of theCollateral Debt Securities exceeds the Minimum Ramp-Up Amount on the EffectiveDate, amounts remaining on deposit in the Unused Proceeds Account at the end ofthe Ramp-Up Period not to exceed an amount equal to 15% of the Initial Depositmay, at the option of the Collateral Manager, be designated as InterestProceeds.  Any such

190

----

### election will be made on a one-time basis and must be made by writtennotice to the Trustee not later than the twentieth (20th) Business Day afterthe Effective Date, which notice shall set forth any such amounts in the UnusedProceeds Account so designated (and any interest or earnings thereon).  Upon receipt of such notice, the Trusteeshall transfer such amount to the Interest Collection Account (for subsequenttransfer to the Payment Account), which will be treated as Interest Proceedsand applied in accordance with the Priority of Payments.  Any amounts remaining in the Unused ProceedsAccount on the twentieth (20th) Business Day after the Effective Date, to theextent not designated as Interest Proceeds and provided that a RatingsConfirmation Failure has not occurred, shall be transferred by the Trustee tothe Principal Collection Account (for subsequent transfer to the PaymentAccount) and treated as Principal Proceeds and applied in accordance with thePriority of Payments.

### (d)      If a Rating ConfirmationFailure occurs, upon receipt of notice from the Collateral Manager pursuant to Section7.18, the Trustee shall transfer amounts in the Unused Proceeds Account tothe Payment Account for application on the immediately following Payment Dateto pay principal of the Notes, first, to the payment of principal of the ClassA-1 Notes, second, the payment of principal of the Class A-2 Notes, third, thepayment of principal of the Class B Notes, fourth, the payment of principal ofthe Class C Notes, fifth, the payment of principal of the Class D Notes, sixth,the payment of principal of the Class E Notes, seventh, the payment ofprincipal of the Class F Notes, eighth, the payment of principal of the Class GNotes, ninth, the payment of principal of the Class H Notes, tenth, the paymentof principal of the Class J Notes and eleventh, the payment of principal of theClass K Notes, in each case until the ratings assigned on the Closing Date toeach Class of Notes have been reinstated or such Class has been paid infull.  Any excess amount shall be treatedas Principal Proceeds and applied in accordance with the Priority ofPayments.  If no Ratings ConfirmationFailure occurs, to the extent the Collateral Manager has not identified suchamounts as Interest Proceeds pursuant to Section 10.4(c), the Trustee shalltransfer the amounts on deposit in the Unused Proceeds Account to the PrincipalCollection Account, and such amounts will be treated as Principal Proceeds andapplied in accordance with the Priority of Payments.

### (e)      During the Ramp-UpPeriod, the Issuer (or the Collateral Manager on behalf of the Issuer) may byIssuer Order direct the Trustee to, and upon receipt of such Issuer Order theTrustee shall, apply amounts on deposit in the Unused Proceeds Account toacquire Collateral Debt Securities selected by the Collateral Manager aspermitted under and in accordance with the requirements of Section 7.17and such Issuer Order.

### (f)       To the extent notapplied pursuant to Section 7.17, the Collateral Manager on behalf ofthe Issuer may direct the Trustee to, and upon such direction the Trusteeshall, invest all funds in the Unused Proceeds Account in Eligible Investmentsdesignated by the Collateral Manager. All interest and other income from such investments shall be depositedin the Unused Proceeds Account, any gain realized from such investments shallbe credited to the Unused Proceeds Account, and any loss resulting from suchinvestments shall be charged to the Unused Proceeds Account.  The Trustee shall not in any way be heldliable (except as a result of negligence, willful misconduct or bad faith) byreason of any insufficiency of the Unused Proceeds Account resulting from anyloss relating to any such investment, except with respect to investments inobligations of the Trustee or any Affiliate thereof.  If the Trustee does not receive investmentinstructions from an Authorized Officer of the Collateral

191

----

### Manager, the Trustee may invest funds received in the Unused ProceedsAccount in Eligible Investments of the type described in clause (ii) of thedefinition thereto.

### (g)      On the Closing Date, theTrustee shall establish a subaccount of the Unused Proceeds Account (the “UnusedProceeds Subaccount”) and credit such amount equal to $20,000,000.  As directed by the Collateral Manager,amounts credited thereto may be released from the lien of this Indenture andpaid to Future Advance Holders to satisfy the additional funding commitments ofthe Future Advance Holders.  At any timeprior to the Effective Date, the Collateral Manager may direct the Trustee toterminate the Unused Proceeds Subaccount and credit any amounts remaining ondeposit therein to the Unused Proceeds Subaccount.

## Section 10.5           Delayed Funding ObligationsAccount.

### (a)      The Trustee shall priorto the Closing Date establish a single, segregated trust account which shall bedesignated as the “Delayed Funding Obligations Account” which shall be held intrust in the name of the Trustee for the benefit of the Noteholders and eachHedge Counterparty, into which Delayed Draw Funding Obligations Account the Trusteeshall deposit funds for any additional funding commitments of the Issuer underany Delayed Draw Term Loans included in the Collateral Debt Securities.  All amounts in the Delayed FundingObligations Account shall be deposited in overnight funds in EligibleInvestments and released to fulfill such commitments.  If a Delayed Draw Term Loan is sold orotherwise disposed before the full commitment thereunder has been drawn, or ifexcess funds remain following the termination of the funding obligation givingrise to the deposit of such funds in the Delayed Funding Obligations Account,such Eligible Investments on deposit in the Delayed Funding Obligations Accountfor the purpose of fulfilling such commitment shall be transferred to thePrincipal Collection Account as Principal Proceeds.  The Delayed Funding Obligations Account shallremain at all times with the Corporate Trust Office or a financial institutionhaving a long-term debt rating from each Rating Agency at least equal to “A-”or “A2,” as applicable, or a short-term debt rating at least equal to “A-1,” “P-1”or “F-1,” as applicable.

### (b)      Funds in the DelayedFunding Obligations Account shall be available solely to fulfill any additionalfunding commitments of the Issuer under any Delayed Draw Term Loans included inthe Collateral Debt Securities, and only funds in the Delayed FundingObligations Account shall be used for such purpose.  Upon the purchase of any Collateral DebtSecurity that is a Delayed Draw Term Loan, the Collateral Manager shall directthe Trustee to deposit Principal Proceeds into the Delayed Funding ObligationAccount in an amount equal to the Issuer’s maximum future funding obligationunder the terms of such Delayed Draw Term Loan, and the Principal Proceeds sodeposited shall be considered part of the purchase price of such Delayed DrawTerm Loan for purposes of Article 12. The Collateral Manager shall not permit all amounts then on deposit inthe Delayed Funding Obligation Account to be less than the aggregate amount ofall future funding obligations outstanding under the terms of all Delayed DrawTerm Loans that constitute Collateral Debt Securities.

192

----

### (c)      The Collateral Managershall direct the Trustee to withdraw funds from the Delayed Funding ObligationAccount to fund amounts drawn under any Delayed Draw Term Loan.  Pursuant to an Issuer Order, all or a portionof the funds, as specified in such Issuer Order, on deposit in the DelayedFunding Obligation Account at any time in excess of the aggregate principalamount of commitments which may be drawn upon under the Delayed Draw Term Loanshall be transferred by the Trustee to the Collection Account as PrincipalProceeds.

## Section 10.6           Expense Account.

### (a)      The Trustee shall priorto the Closing Date establish a single, segregated trust account which shall bedesignated as the “Expense Account” which shall be held in trust in the name ofthe Trustee for the benefit of the Noteholders and each HedgeCounterparty.  The only permittedwithdrawal from or application of funds on deposit in, or otherwise standing tothe credit of, the Expense Account shall be to pay (on any day other than aPayment Date) accrued and unpaid Company Administrative Expenses of the Issuerand the Co-Issuer (other than accrued and unpaid expenses and indemnitiespayable to the Collateral Manager under the Collateral ManagementAgreement).  On the Closing Date, theTrustee shall deposit into the Expense Account an amount equal to approximatelyU.S.$10,812,796 from the net proceeds received by the Issuer on such date fromthe initial issuance of the Notes.  Fundsin the Expense Account shall be replenished on each Payment Date, if necessary,in accordance with the Priority of Payments. On or after the Effective Date, any amount remaining in the ExpenseAccount may, at the election of the Collateral Manager be designated asInterest Proceeds.  On the date on whichsubstantially all of the Issuer’s assets have been sold or otherwise disposedof, the Issuer by Issuer Order executed by an Authorized Officer of the CollateralManager shall direct the Trustee to, and, upon receipt of such Issuer Order,the Trustee shall, transfer all amounts on deposit in the Expense Account tothe Interest Collection Account for application pursuant to Section11.1(a)(i) as Interest Proceeds. Amounts credited to the Expense Account will (a) be applied on or priorto the Determination Date preceding the first Payment Date to pay amounts duein connection with the offering of the Notes and (b) on the first Payment Date,to the extent the balance of the Expense Account exceeds $50,000 on the relatedDetermination Date, be transferred to the Payment Account and applied asInterest Proceeds.

### (b)      The Trustee agrees togive the Issuer immediate notice if it becomes aware that the Expense Accountor any funds on deposit therein, or otherwise to the credit of the ExpenseAccount, shall become subject to any writ, order, judgment, warrant ofattachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest inthe Expense Account.  The Expense Accountshall remain at all times with the Corporate Trust Office of a financialinstitution having a long-term debt rating by each Rating Agency at least equalto “A-” or “Baa1,” as applicable.

### (c)      The Collateral Manager onbehalf of the Issuer may direct the Trustee to, and upon such direction theTrustee shall, invest all funds in the Expense Account in Eligible Investmentsdesignated by the Collateral Manager. All interest and other income from such investments shall be depositedin the Expense Account, any gain realized from such investments shall becredited to the Expense Account, and any loss resulting from such

193

----

### investments shall be charged to the Expense Account.  The Trustee shall not in any way be held liable(except as a result of negligence, willful misconduct or bad faith) by reasonof any insufficiency of such Expense Account resulting from any loss relatingto any such investment, except with respect to investments in obligations ofthe Trustee or any Affiliate thereof.  Ifthe Trustee does not receive investment instructions from an Authorized Officerof the Collateral Manager, the Trustee may invest funds received in the ExpenseAccount in Eligible Investments of the type described in clause (ii) of thedefinition thereto.

## Section 10.7           Asset Hedge Account.

The Trustee shall priorto the Closing Date establish a single, segregated trust account which shall bedesignated as the “Asset Hedge Account” which shall be held in trust in thename of the Trustee for the benefit of the Issuer. The only permittedwithdrawal from or application of funds on deposit in, or otherwise standing tothe credit of, the Asset Hedge Account shall be funds received in respect ofeach payment of interest in respect of any Non-Quarterly Pay Asset.  On each date on which the Trustee receives apayment of interest in respect of any Non-Quarterly Pay Asset, the Trusteeshall deposit a portion of the amount received into the Collection Account andshall deposit the remaining portion in to the Asset Hedge Account in accordancewith the Asset Hedge Schedule.  On thethird Business Day prior to each quarterly Payment Date, the Trustee willtransfer from the Asset Hedge Account to the Collection Account, fordistribution in accordance with the Priority of Payments, the amounts specifiedin the Asset Hedge Schedule.  All fundson deposit in the Asset Hedge Account will be invested in Eligible Investmentsin accordance hereto.

## Section 10.8           Suspense Account.

The Trustee shall priorto the Closing Date establish a single, segregated trust account which shall bedesignated as the “Suspense Account” which shall be held in trust in the nameof the Trustee for the benefit of the Future Advance Holders.  On any Payment Date on which a Liquidity TestFailure or a Schedule P Failure has occurred and is continuing, the Trusteeshall release from the lien of this Indenture and deposit into the SuspenseAccount all amounts available to be distributed pursuant to clause (34) underof Section 11.1(a)(i) until such Liquidity Test Failure or such ScheduleP Failure, as the case may be, is cured. At the direction of the Collateral Manager, the Issuer may by IssuerOrder direct the Trustee to, and upon receipt of the Issuer Order, the Trusteeshall, transfer all amounts on deposit in the Suspense Account, if any, to theFuture Advance Holders to satisfy the additional commitments in respect of oneor more Other Loans or reimburse the Issuer for losses related to the failureto fund such future funding commitments in accordance with the relatedUnderlying Instruments.  Amounts ondeposit in the Suspense Account shall be invested in Permitted Investments asset forth herein.  Subject to Section7.19 hereof, Amounts on deposit in the Suspense Account (or any portionthereof) shall be released and paid (upon standing order of the Issuer) to thePreferred Shares Paying Agent for deposit into the Preferred SharesDistribution Account for distribution to the holders of the Preferred Shares aspayments of the Preferred Shares Distribution Amount (subject to and inaccordance with the provisions of the Preferred Shares Paying Agency Agreement)on any date on which no Schedule P Failures have occurred and are continuingthe Liquidity Test would be satisfied after such release and payment.  For the avoidance of doubt,

194

----

amounts on deposit in the Suspense Account shall notbe included in the Assets securing the Notes.

## Section 10.9           Future Funding Reserve Account.

The Trustee shall priorto the Closing Date establish a single, segregated trust account which shall bedesignated as the “Future Funding Reserve Account” which shall be held in trustin the name of the Trustee for the benefit of the Future Advance Holders.  From time to time, the Future Advance Holders(or one or more other entities on their behalf) may contribute to the Issueramounts for deposit into the Future Funding Reserve Account.  The Trustee shall deposit into the FutureFunding Reserve Account all amounts so received by the Issuer.  At the direction of the Collateral Manager,the Issuer may by Issuer Order direct the Trustee to, and upon receipt of theIssuer Order, the Trustee shall, transfer all amounts on deposit in the FutureFunding Reserve Account, if any, to the Future Advance Holders to satisfy theadditional commitments in respect of one or more Other Loans or reimburse theIssuer for losses related to the failure to fund such future fundingcommitments in accordance with the related Underlying Instruments.  Amounts on deposit in the Future Funding ReserveAccount shall be invested in Permitted Investments.  Amounts on deposit in the Future FundingReserve Account (or any portion thereof) shall be released and paid to theFuture Advance Holders (or their designees) on any date on which the FutureFunding Reserve Test would be satisfied after such release and payment.  For the avoidance of doubt, amounts ondeposit in the Future Funding Reserve Account shall not be included in theAssets securing the Notes.

## Section 10.10         Interest Advances.

### (a)      With respect to eachDetermination Date for which the sum of Interest Proceeds and, if applicable,Principal Proceeds, collected during the related Due Period that are availableto pay interest on the Class A-1 Notes, the Class A-2 Notes and the Class BNotes in accordance with the Priority of Payments, are insufficient to remitthe interest due and payable with respect to the Class A-1 Notes, the Class A-2Notes and the Class B Notes on the following Payment Date (the amount of suchinsufficiency, an “InterestShortfall”), the Trustee shall provide the Advancing Agentwith written notice of such Interest Shortfall no later than the close ofbusiness on the Business Day following such Determination Date.  The Trustee shall provide the Advancing Agentwith notice, prior to any funding of an Interest Advance by the AdvancingAgent, of any additional interest remittances received by the Trustee afterdelivery of such initial notice that reduce such Interest Shortfall.  No later than 5:00 p.m. (New York time) onthe Business Day immediately preceding the related Payment Date (but in anyevent no earlier than one Business Day following the Advancing Agent’s receiptof notice of such Interest Shortfall), the Advancing Agent shall advance thedifference between such amounts (each such advance, an “Interest Advance”) bydeposit of an amount equal to such Interest Advance in the Payment Account,subject to a determination of recoverability by the Advancing Agent asdescribed in Section 10.10(b), and subject to a maximum limit in respectof any Payment Date equal to the lesser of (i) the aggregate of such InterestShortfalls that would otherwise occur on the Class A-1 Notes, the Class A-2Notes and Class B Notes and (ii) the aggregate of the interest payments notreceived in respect of Non-Advancing Collateral Debt Securities.  Notwithstanding the foregoing, in nocircumstance will the Advancing Agent be required to make an Interest Advancein respect of a Non-Advancing

195

----

### Collateral Debt Security (x) to the extent that the aggregate outstandingamount of all unreimbursed Interest Advances would exceed the aggregateoutstanding principal amount of the Class A Notes and the Class B Notes or (y)if the Class A/B Par Value Ratio on the relevant Measurement Date is less than100%. Any Interest Advance made by the Advancing Agent with respect to aPayment Date that is in excess of the actual Interest Shortfall for suchPayment Date shall be refunded to the Advancing Agent by the Trustee on thesame Business Day that such Interest Advance was made (or, if such InterestAdvance is made prior to final determination by the Trustee of such InterestShortfall, on the Business Day of such final determination).  The Advancing Agent shall provide the Trusteewritten notice of a determination by the Advancing Agent that a proposedInterest Advance would constitute a Nonrecoverable Advance no later than theclose of business on the Business Day immediately preceding the related PaymentDate (or, in the event that the Advancing Agent did not receive notice of therelated Interest Shortfall on the related Determination Date, no later than theclose of business on the Business Day immediately following the Advancing Agent’sreceipt of notice of such Interest Shortfall). If the Advancing Agent shall fail to make any required Interest Advanceat or prior to the time at which distributions are to be made pursuant to Section11.1(a), the Trustee, in its capacity as Backup Advancing Agent, shall berequired to make such Interest Advance, subject to a determination ofrecoverability by the Trustee as described in Section 10.10(b).  The Trustee shall be entitled to conclusivelyrely on any affirmative determination by the Advancing Agent that an InterestAdvance would constitute a Nonrecoverable Advance.  Based upon available information at the time,the Trustee, the Collateral Manager or the Advancing Agent will provide fifteen(15) days prior notice to each Rating Agency if recovery of a NonrecoverableAdvance would result in an Interest Shortfall on the next succeeding PaymentDate.  No later than the close ofbusiness on the Determination Date related to a Payment Date on which therecovery of a Nonrecoverable Advance would result in an Interest Shortfall, theCollateral Manager will provide each Rating Agency notice of such recovery.

### (b)      Notwithstanding anythingherein to the contrary, neither the Advancing Agent nor the Trustee, in itscapacity as Backup Advancing Agent, as applicable, shall be required to makeany Interest Advance unless such Person determines, in its sole discretion,exercised in good faith that such Interest Advance, or such proposed InterestAdvance, plus interest expected to accrue thereon at the Reimbursement Rate,will be recoverable from subsequent payments or collections with respect to allAssets and has determined in its reasonable judgment that the recovery wouldnot result in an Interest Shortfall.  Indetermining whether any proposed Interest Advance will be, or whether anyInterest Advance previously made is, a Nonrecoverable Advance, the AdvancingAgent or the Trustee, in its capacity as Backup Advancing Agent, as applicable,will take into account:

#### (i)           amounts that may berealized on each Underlying Mortgaged Property in its “as is” or then currentcondition and occupancy;

#### (ii)          that the relatedSenior Tranches of any Collateral Debt Security may be required to be fullypaid and any advances (and interest thereon) made in respect of such SeniorTranches may be required to be fully reimbursed, prior to any amounts recoveredin respect of the Underlying Mortgage Properties are allocated or otherwisemade available to the Collateral Debt Securities;

196

----

#### (iii)         the possibility andeffects of future adverse change with respect to the Underlying MortgageProperties, the potential length of time before such Interest Advance may bereimbursed and the resulting degree of uncertainty with respect to suchreimbursement; and

#### (iv)        the fact that InterestAdvances are intended to provide liquidity only and not credit support to theClass A-1 Noteholders, the Class A-2 Noteholders and the Class B Noteholders.

For purposes of any suchdetermination of whether an Interest Advance constitutes or would constitute aNonrecoverable Advance, an Interest Advance will be deemed to be nonrecoverableif the Advancing Agent or the Trustee, in its capacity as Backup AdvancingAgent, as applicable, determines that future Interest Proceeds and PrincipalProceeds may be ultimately insufficient to fully reimburse such InterestAdvance, plus interest thereon at the Reimbursement Rate within a reasonableperiod of time.  Absent bad faith, thedetermination by the Advancing Agent or the Trustee, in its capacity as BackupAdvancing Agent, as applicable, as to the nonrecoverability of any InterestAdvance shall be conclusive and binding on the Holders of the Notes.

### (c)      The Advancing Agent andthe Trustee, in its capacity as Backup Advancing Agent, will each be entitledto recover any previously unreimbursed Interest Advance made by it (includingany Nonrecoverable Advance), together with interest thereon, first, fromInterest Proceeds and second (to the extent that there are insufficientInterest Proceeds for such reimbursement), from Principal Proceeds to theextent that such reimbursement would not trigger an additional Interest Shortfall;provided**that if at any time an InterestAdvance is determined to be a Nonrecoverable Advance, the Advancing Agent orthe Trustee, in its capacity as Backup Advancing Agent, shall be entitled torecover all outstanding Interest Advances from the Collection Accounts on anyBusiness Day during any Interest Accrual Period prior to the relatedDetermination Date (or on a Payment Date prior to any payment of interest on orprincipal of the Notes in accordance with the Priority of Payments).  The Advancing Agent shall be permitted (butnot obligated) to defer or otherwise structure the timing of recoveries ofNonrecoverable Advances in such manner as the Advancing Agent determines is inthe best interest of the Noteholders as a collective whole, which may includebeing reimbursed for Nonrecoverable Advances in installments.

### (d)      The Advancing Agent andthe Trustee, in its capacity as Backup Advancing Agent, will each be entitledwith respect to any Interest Advance made by it (including NonrecoverableAdvances) to interest accrued on the amount of such Interest Advance for solong as it is outstanding at the Reimbursement Rate.

### (e)      The obligations of theAdvancing Agent and the Trustee to make Interest Advances in respect of theCollateral Debt Securities will continue through the Stated Maturity, unlessthe Class A Notes and the Class B Notes are previously redeemed or repaid infull.

### (f)       In no event will theAdvancing Agent in its capacity as such hereunder or the Trustee, in itscapacity as Backup Advancing Agent hereunder, be required to make

197

----

### Interest Advances for distributions to the Holders of any Class ofNotes other than the Class A Notes and the Class B Notes, or with respect toany Collateral Debt Security other than a Non-Advancing Collateral Debt Security,and in no event will the Advancing Agent or the Trustee, in its capacity asback-up advancing agent, be required to advance any amounts in respect ofpayments of principal of any Collateral Debt Security.

### (g)      In consideration of theperformance of its obligations hereunder, the Advancing Agent shall be entitledto receive, at the times set forth herein and subject to the Priority ofPayments, to the extent funds are available therefor, the Advancing Agent Fee.In consideration of the Trustee’s back-up advancing obligations hereunder, theTrustee shall be entitled to receive, at the times set forth herein and subjectto the Priority of Payments, to the extent funds are available therefore, theBack-Up Advancing Agent Fee.

### (h)      The determination by theAdvancing Agent or the Trustee, in its capacity as Backup Advancing Agent, asapplicable, (i) that it has made a Nonrecoverable Advance or (ii) that anyproposed Interest Advance, if made, would constitute a Nonrecoverable Advance,shall be evidenced by an Officer’s Certificate delivered promptly to theTrustee (or, if applicable, retained thereby), the Issuer, the applicableRating Agencies, setting forth the basis for such determination; provided**that failure to give such notice, or any defect therein, shallnot impair or affect the validity of, or the Advancing Agent or the Trustee’sentitlement to reimbursement with respect to, any Interest Advance.

### (i)       If a ScheduledDistribution on any Collateral Debt Security is not paid to the Trustee on theDue Date therefor, the Trustee shall provide the Advancing Agent with notice ofsuch default on the Business Day immediately following such default.  In addition, upon request, the Trustee shallprovide the Advancing Agent (either electronically or in hard-copy format),with copies of all reports received from any trustee, trust administrator,master servicer or similar administrative entity with respect to the CollateralDebt Securities and the Trustee shall promptly make available to the AdvancingAgent any other information reasonably available to the Trustee by reason ofits acting as Trustee hereunder to permit the Advancing Agent to make adetermination of recoverability with respect to any Interest Advance and tootherwise perform its advancing functions under this Indenture.

## Section 10.11         Reports by Parties.

The Trustee shall supply,in a timely fashion, to the Issuer, the Co-Issuer, the Preferred Shares PayingAgent and the Collateral Manager any information regularly maintained by theTrustee that the Issuer, the Co-Issuer, the Preferred Shares Paying Agent orthe Collateral Manager may from time to time request with respect to thePledged Obligations or the Accounts and provide any other informationreasonably available to the Trustee by reason of its acting as Trusteehereunder and required to be provided by Section 10.12 or to permit theCollateral Manager to perform its obligations under the Collateral ManagementAgreement.  The Trustee shall forward tothe Collateral Manager and each Hedge Counterparty copies of notices and otherwritings received by it from the issuer of any Collateral Debt Security or fromany Clearing Agency with respect to any Collateral Debt Security advising theholders of such security of any rights that the holders might have with respectthereto (including, without limitation, notices of calls and redemptions ofsecurities) as well as all periodic financial reports received from such

198

----

issuer and Clearing Agencies with respect to suchissuer.  Each of the Issuer andCollateral Manager shall promptly forward to the Trustee any information intheir possession or reasonably available to them concerning any of the PledgedObligations that the Trustee reasonably may request or that reasonably may benecessary to enable the Trustee to prepare any report or perform any duty orfunction on its part to be performed under the terms of this Indenture.

## Section 10.12         Reports; Accountings.

### (a)      The Trustee shall monitorthe Assets on an ongoing basis and provide access to the information maintainedby the Trustee to, and upon reasonable request of the Collateral Manager, shallassist the Collateral Manager in performing its duties under the CollateralManagement Agreement, each in accordance with this Indenture.

### (b)      The Trustee shall performthe following functions during the term of this Agreement:

#### (i)           Create and maintaina database with respect to the Collateral Debt Securities (the “Database”);

#### (ii)          Permit access to theinformation contained in the Database by the Collateral Manager and the Issuer;

#### (iii)         On a monthly basis,monitor and update the Database for ratings changes;

#### (iv)        Update the Databasefor Collateral Debt Securities or Eligible Investments acquired or sold orotherwise disposed of;

#### (v)         Prepare and arrangefor the delivery to each Rating Agency, the Collateral Manager, each HedgeCounterparty, the Initial Purchasers, and upon request therefor, any Holder ofa Note shown on the Note Registrar, any Preferred Shareholder shown on theregister maintained by the Share Registrar, and, for so long as any Notes arelisted on the Irish Stock Exchange, the Irish Paying Agent of the MonthlyReports;

#### (vi)        Prepare and arrangefor the delivery to the Collateral Manager, each Hedge Counterparty, and uponrequest therefor, any Holder of a Note shown on the Notes Register, anyPreferred Shareholder shown on the register maintained by the Share Registrar,the firm of Independent certified public accountants appointed pursuant to Section10.14(a) hereof, each Rating Agency, the Depository (with instructions toforward it to each of its participants who are holders of any Notes) and, forso long as any Notes are listed on the Irish Stock Exchange, the Irish PayingAgent, of the Notes Valuation Report;

#### (vii)       Assist in preparationand arrange for the delivery to the Collateral Manager and each HedgeCounterparty of the Redemption Date Statement;

#### (viii)      Arrange for thedelivery to each Rating Agency of all information or reports required underthis Indenture, including, but not limited to, providing the applicable RatingAgencies with (A) written notice of (1) any breaches under any of the

199

----

#### TransactionDocuments and (2) the termination or change of any parties to the TransactionDocuments, in each case, for which the Trustee has received prior writtennotice pursuant to the terms of the Transaction Document and (B) each MonthlyReport in Excel spreadsheet format; and

#### (ix)         Assist theIndependent certified public accountants in the preparation of those reportsrequired under Section 10.14 hereof by providing access to theinformation contained in the Database.

### (c)      The Trustee, on behalf ofthe Issuer, shall compile and provide or make available on its websiteinitially located at www.cdolink.com to each Rating Agency, the CollateralManager, each Hedge Counterparty, the Initial Purchasers, for so long as anyNotes are listed on the Irish Stock Exchange, and upon request therefor, anyHolder of a Note shown on the Notes Register, any beneficial owner of a Notewho provides to the Trustee a certification in the form of Exhibit Mhereto, any Preferred Shareholder shown on the register maintained by the ShareRegistrar, not later than the fifth (5th) Business Day after the first (1st) day of each month commencingin October 2006 (or solely in the case of the first Monthly Report, thefifteenth (15th) BusinessDay), determined as of the last Business Day of the preceding month, a monthlyreport (the “Monthly Report”).  The Monthly Report shall contain thefollowing information and instructions with respect to the Pledged Obligationsincluded in the Assets based in part on information provided by the CollateralManager:

#### (i)           (1) the AggregatePrincipal Balance of all Collateral Debt Securities, together with acalculation, in reasonable detail, of the sum of (A) the Aggregate PrincipalBalance of all Collateral Debt Securities (other than Defaulted Securities andWritten Down Securities) plus (B) the Principal Balance of each PledgedObligation which is Written Down Security and (C) the Principal Balance of eachPledged Obligation which is a Defaulted Security;

#### (ii)          the balance of allEligible Investments and Cash in each of the Interest Collection Account, thePrincipal Collection Account, the Delayed Funding Obligations Account and theExpense Account;

#### (iii)         the nature, sourceand amount of any proceeds in the Collection Accounts, including InterestProceeds, Principal Proceeds, Unscheduled Principal Payments and Sale Proceeds,received since the date of determination of the last Monthly Report;

#### (iv)        with respect to eachCollateral Debt Security and each Eligible Investment that is part of theAssets, its Principal Balance, annual interest rate, average life, issuer,Moody’s Rating, S&P Rating and Fitch Rating;

#### (v)         the identity of eachCollateral Debt Security that was sold or disposed of pursuant to Section12.1 (indicating whether such Collateral Debt Security is a DefaultedSecurity, Credit Risk Security or otherwise (in each case, as reported inwriting to the Issuer by the Collateral Manager) and whether such CollateralDebt Security was sold pursuant to Section 12.1(a)(i) or (ii)) orGranted to the Trustee since the date of determination of the most recentMonthly Report;

200

----

#### (vi)        the identity of eachCollateral Debt Security which became a Defaulted Security, Credit RiskSecurity or a Written Down Security since the date of determination of the lastMonthly Report;

#### (vii)       the identity of eachCollateral Debt Security that has been upgraded or downgraded by one or moreRating Agencies;

#### (viii)      the AggregatePrincipal Balance of all Fixed Rate Securities;

#### (ix)         the AggregatePrincipal Balance of all Floating Rate Securities;

#### (x)          based on informationprovided by the Collateral Manager, the Aggregate Principal Balance of allFloating Rate Securities that constitute Covered Fixed Rate Securities;

#### (xi)         the AggregatePrincipal Balance of all Collateral Debt Securities that are guaranteed as toultimate or timely payment of principal or interest;

#### (xii)        with respect to eachSpecified Type of Collateral Debt Security, the Aggregate Principal Balance ofall Collateral Debt Securities consisting of such Specified Type of CollateralDebt Securities;

#### (xiii)       based on informationprovided by the Collateral Manager, the identity of, and the AggregatePrincipal Balance of all Collateral Debt Securities whose Moody’s Rating isdetermined as provided in each clause of the definition of “Moody’s Rating” andthe identity of, and the Aggregate Principal Balance of all Collateral DebtSecurities whose S&P Rating is determined as provided in each of theclauses of the definition of “S&P Rating,” identifying in reasonable detailthe basis for such calculation with respect to Collateral Debt Securities withan S&P Rating assigned pursuant to Annex 1, 2 or 3 of *Schedule D*,based on information provided by the Collateral Manager;

#### (xiv)       with respect to eachCollateral Debt Security, the Aggregate Principal Balance of all CollateralDebt Securities that are part of the same issuance;

#### (xv)        the AggregatePrincipal Balance of all Collateral Debt Securities that are securities thatprovide for periodic payments of interest less frequently than quarterly;

#### (xvi)       based upon theinformation supplied by the Collateral Manager, the Aggregate Principal Balanceof all Collateral Debt Securities issued by any single issuer (providedthat for avoidance of doubt, with respect to any Loan, the issuer of such Loanshall be deemed to be the borrower of such Loan);

#### (xvii)      based upon theinformation supplied by the Collateral Manager, the Aggregate CollateralBalance of the Collateral Debt Securities consisting of CMBS Securities issuedin any single calendar year;

201

----

#### (xviii)     the AggregatePrincipal Balance of all Collateral Debt Securities (other than CMBSSecurities, CRE CDO Securities and REIT Debt Securities) backed by each singleProperty Type based on information provided by the Collateral Manager;

#### (xix)       the AggregatePrincipal Balance of all Collateral Debt Securities (other than CMBSSecurities, CRE CDO Securities and REIT Debt Securities) that are backed orotherwise invested in properties located in any single U.S. state (for eachsuch state) based on information provided by the Collateral Manager;

#### (xx)        the Class A/B ParValue Ratio, the Class A/B Interest Coverage Ratio, the Class C/D/E Par ValueRatio, the Class C/D/E Interest Coverage Ratio, the Class F/G/H Par Value Ratioand the Class F/G/H Interest Coverage Ratio, and a statement as to whether theInterest Coverage Test and the Par Value Test are satisfied;

#### (xxi)       the Moody’s RatingFactor and a statement as to whether the Moody’s Maximum Rating Factor Test issatisfied;

#### (xxii)      the Herfindahl Score,the amount of Cash that has been received in respect of Principal Proceeds ofthe Collateral Debt Securities since the immediately preceding Measurement Datebut has not been reinvested in additional Collateral Debt Securities (and whatthe Herfindahl score would have been had such Cash in respect of such PrincipalProceeds not existed), a statement as to whether the Herfindahl Test wassatisfied or deemed satisfied on the immediately preceding Measurement Date anda statement as to whether the Herfindahl Diversity Test is satisfied;

#### (xxiii)     the Weighted AverageCoupon and a statement as to whether the Minimum Weighted Average Coupon Testis satisfied;

#### (xxiv)     the Weighted AverageSpread and a statement as to whether the Minimum Weighted Average Spread Testis satisfied;

#### (xxv)      the Extended WeightedAverage Maturity and a statement as to whether the Moody’s Weighted AverageExtended Maturity Test is satisfied;

#### (xxvi)     the Initial WeightedAverage Maturity and a statement as to whether the Moody’s Weighted AverageInitial Maturity Test is satisfied;

#### (xxvii)    based upon informationsupplied by the Collateral Manager, the Average Life of each Collateral DebtSecurity, the Weighted Average Life and a statement as to whether the WeightedAverage Life Test is satisfied;

#### (xxviii)   the Class A-1 LossDifferential, the Class A-2 Loss Differential, the Class B LossDifferential, the Class C Loss Differential, the Class D LossDifferential, the Class E Loss Differential, the Class F Loss Differential, theClass G Loss Differential, the Class H Loss Differential, the Class J LossDifferential and the Class K Loss Differential of the Current Portfolio and astatement as to whether the S&P CDO Monitor Test is satisfied;

202

----

#### (xxix)      the S&P WeightedAverage Recovery Rate and a statement as to whether the S&P Recovery Testis satisfied;

#### (xxx)       a calculation inreasonable detail necessary to determine compliance with each of the otherCollateral Quality Tests;

#### (xxxi)      the Principal Balanceof each Collateral Debt Security that is on credit watch with negativeimplications;

#### (xxxii)     the Principal Balanceof each Collateral Debt Security that is on credit watch with positiveimplications;

#### (xxxiii)    the amount of thecurrent portion and the unpaid portion, if any, of the Senior CollateralManagement Fee and the Subordinated Collateral Management Fee with respect tothe related Payment Date;

#### (xxxiv)   based upon informationsupplied by the Collateral Manager, the current ratings of any HedgeCounterparty and the credit support provider of any Hedge Counterparty;

#### (xxxv)    the aggregate notionalamount as of the end of such month and each following month for all outstandingTransactions under all Hedge Agreements which the Issuer has entered into; and

#### (xxxvi)   such other informationas the Collateral Manager, the Trustee or any Hedge Counterparty may reasonablyrequest.

### (d)      The Trustee, on behalf ofthe Issuer, shall perform the following functions and report to the Issuer, theCo-Issuer and the Collateral Manager on each Measurement Date:

#### (i)       Calculate the Class A/BPar Value Ratio and the Class A/B Interest Coverage Ratio and indicate whetherthe Class A/B Par Value Test and the Class A/B Interest Coverage Test are met;

#### (ii)      Calculate the ClassC/D/E Par Value Ratio and the Class C/D/E Interest Coverage Ratio and indicatewhether the Class C/D/E Par Value Test and the Class C/D/E Interest CoverageTest are met; and

#### (iii)     Calculate the ClassF/G/H Par Value Ratio and the Class F/G/H Interest Coverage Ratio and indicatewhether the Class F/G/H Par Value Test and the Class F/G/H Interest CoverageTest are met.

### (e)      The Trustee, on behalf ofthe Issuer, shall perform the following functions and prepare a report thereofrelating to the most recently ended Due Period determined as of eachDetermination Date not later than the Business Day preceding the Payment Date(the “Notes Valuation Report”),which shall contain the following information, based in part on informationprovided by the Collateral Manager:

203

----

#### (i)           Calculate thepercentage (based on the outstanding Aggregate Principal Balances of thePledged Collateral Debt Securities) of the Pledged Collateral Debt Securitieswhich have a maturity date occurring on or prior to each Payment Date;

#### (ii)          Identify thePrincipal Proceeds and Interest Proceeds;

#### (iii)         Determine the NetOutstanding Portfolio Balance as of the close of business on the last BusinessDay of each Due Period after giving effect to the Principal Proceeds as of thelast Business Day of such Due Period, principal collections received fromCollateral Debt Securities in the related Due Period, the reinvestment of suchproceeds in Eligible Investments during such Due Period and the Collateral DebtSecurities that were released during such Due Period;

#### (iv)        Determine theAggregate Outstanding Amount of the Notes of each Class at the beginning of theDue Period and such Aggregate Outstanding Amount as a percentage of theoriginal Aggregate Outstanding Amount of the Notes of such Class, the amount ofprincipal payments to be made on the Notes of each Class on the next PaymentDate, the amount of any Class C Capitalized Interest on the Class C Notes, theamount of any Class D Capitalized Interest on the Class D Notes, the amount ofany Class E Capitalized Interest on the Class E Notes, the amount of any ClassF Capitalized Interest on the Class F Notes, the amount of any Class GCapitalized Interest on the Class G Notes, the amount of any Class HCapitalized Interest on the Class H Notes, the amount of any Class JCapitalized Interest on the Class J Notes, the amount of any Class KCapitalized Interest on the Class K Notes, the Aggregate Outstanding Amount ofthe Notes of each Class after giving effect to the payment of principal (andwith respect to the Class C Notes, the Class D Notes, the Class E Notes, theClass F Notes, the Class G Notes, the Class H Notes, the Class J Notes and theClass K Notes, Class C Capitalized Interest, Class D Capitalized Interest,Class E Capitalized Interest, Class F Capitalized Interest, Class G CapitalizedInterest, Class H Capitalized Interest, Class J Capitalized Interest or Class KCapitalized Interest as applicable), on the related Payment Date and suchAggregate Outstanding Amount as a percentage of the original AggregateOutstanding Amount of the Notes of such Class;

#### (v)         Calculate the ClassA-1 Interest Distribution Amount, the Class A-2 Interest Distribution Amount,the Class B Interest Distribution Amount, the Class C Interest DistributionAmount, the Class D Interest Distribution Amount, the Class E InterestDistribution Amount, the Class F Interest Distribution Amount, the Class GInterest Distribution Amount, the Class H Interest Distribution Amount, theClass J Interest Distribution Amount and the Class K Interest DistributionAmount, for the related Payment Date and the aggregate amount paid for allprior Payment Dates in respect of such amounts;

#### (vi)        With the assistance ofthe Collateral Manager, determine the Company Administrative Expenses on anitemized basis, the Senior Collateral Management Fee and the SubordinateCollateral Management Fee payable by the Issuer on the related Payment Date;

204

----

#### (vii)       With the assistance ofthe Collateral Manager as set forth in Section 10.12(f), determine (A)the balance on deposit in the Interest Collection Account and the PrincipalCollection Account at the end of the related Due Period, (B) the amountspayable from the Collection Accounts to the Payment Account in order to makepayments pursuant to Section 11.1(a)(i) and Section 11.1(a)(ii)on the related Payment Date (the amounts payable pursuant to each such clauseto be set forth and identified separately) and (C) the balance of PrincipalProceeds and the balance of Interest Proceeds remaining in the CollectionAccounts immediately after all payments and deposits to be made on the relatedPayment Date;

#### (viii)      Calculate the amountto be paid to each Hedge Counterparty and the amount to be paid by each HedgeCounterparty in each case, specifying (a) the amount to be paid under eachHedge Agreement (other than any payments due and payable upon a termination ofthe related Hedge Agreement) and (b) the amount owing as a result of atermination with respect to each Hedge Agreement;

#### (ix)         Calculate the amountto be paid to the Advancing Agent or the Trustee, as applicable, asreimbursement of Interest Advances and Reimbursement Interest and calculate theamount of the Nonrecoverable Advances to be paid to the Advancing Agent or theTrustee, as applicable;

#### (x)          Calculate the amounton deposit in the Expense Account, the Unused Proceeds Account, the DelayedFunding Obligations Account, each Hedge Collateral Account and each Hedge TerminationAccount;

#### (xi)         The nature, sourceand amount of any proceeds in the Collection Accounts, including InterestProceeds, Principal Proceeds, Unscheduled Principal Payments and Sale Proceeds,received since the date of determination of the last Monthly Report;

#### (xii)        With respect to eachCollateral Debt Security and each Eligible Investment that is part of theAssets, its Principal Balance, annual interest rate, average life, issuer,Moody’s Rating, S&P Rating and Fitch Rating;

#### (xiii)       The identity of eachCollateral Debt Security that was sold or disposed of pursuant to Section12.1 (indicating whether such Collateral Debt Security is a DefaultedSecurity, Credit Risk Security or otherwise (in each case, as reported inwriting to the Issuer by the Collateral Manager) and whether such CollateralDebt Security was sold pursuant to Section 12.1(a)(i) or (ii)) orGranted to the Trustee since the date of determination of the most recentMonthly Report; and

#### (xiv)       The identity of eachCollateral Debt Security which became a Defaulted Security, Credit RiskSecurity or a Written Down Security since the date of determination of the lastMonthly Report.

### (f)       Upon receipt of eachMonthly Report, each Notes Valuation Report and each Redemption Date Statement,the Collateral Manager shall compare the information contained in its recordswith respect to the Pledged Obligations and shall, within five Business

205

----

### Days after receipt of each such Monthly Report, such Notes ValuationReport or such Redemption Date Statement, notify the Issuer and the Trusteewhether such information contained in the Monthly Report, the Notes ValuationReport or the Redemption Date Statement, as the case may be, conforms to theinformation maintained by the Collateral Manager with respect to the PledgedObligations, or detail any discrepancies. If any discrepancy exists, the Trustee, the Issuer and the CollateralManager shall attempt to resolve the discrepancy and shall provide notice to adesignated representative of the Controlling Class.  If such discrepancy cannot be promptlyresolved, the Trustee shall cause the firm of Independent certified publicaccountants appointed by the Issuer pursuant to Section 10.14 hereof toreview such Monthly Report, Notes Valuation Report or Redemption Date Statement,as the case may be, and the Collateral Manager’s records and the Trustee’srecords to determine the cause of such discrepancy.  If such review reveals an error in theMonthly Report, Notes Valuation Report or Redemption Date Statement, as thecase may be, or the Trustee’s or the Collateral Manager’s records, the MonthlyReport, Notes Valuation Report or Redemption Date Statement, as the case maybe, or the Trustee’s or the Collateral Manager’s records, shall be revisedaccordingly and, as so revised, shall be utilized in making all calculationspursuant to this Indenture.  Each RatingAgency (in each case only so long as any Class of Notes is rated), the InitialPurchasers and the Collateral Manager shall be notified in writing of any suchrevisions by the Trustee on behalf of the Issuer.

### (g)      The Trustee shall preparethe Notes Valuation Report and shall deliver or make available on its websiteinitially located at www.cdolink.com such Notes Valuation Report to theCollateral Manager, each Hedge Counterparty, and upon request therefor, anyHolder of a Note shown on the Notes Register, any beneficial owner of a Notewho provides to the Trustee a certification in the form of Exhibit Mhereto, any Holder of a Preferred Share shown on the register maintained by theShare Registrar, the firm of Independent certified public accountants appointedpursuant to Section 10.14(a) hereof, each Rating Agency, the Depository(with instructions to forward it to each of its participants who are holders ofany Notes) and, for so long as any Senior Notes are listed on the Irish StockExchange, the Irish Paying Agent not later than the related Payment Date.  The Notes Valuation Report shall haveattached to it (with the exception of the first Notes Valuation Report) the mostrecent Monthly Report.  All informationmade available on the Trustee’s website will be restricted and the Trustee willonly provide access to such reports to those parties entitled thereto pursuantto this Indenture.  In connection withproviding access to its website, the Trustee may require registration and theacceptance of a disclaimer.  Questionsregarding the Trustee’s website can be directed to the Trustee’s customerservice desk at (301) 815-6600.

The Notes ValuationReport shall also contain the following statements:

“Instruction toParticipant:  Please sendthis to the beneficial owners of the Senior Notes”

**Reminder to Owners of each Classof Senior Notes:**

Each owner or beneficialowner of Senior Notes must be either a U.S. Person who is a qualifiedinstitutional buyer as defined in Rule 144A under the Securities Act of 1933and a

206

----

Qualified Purchaser as defined by the InvestmentCompany Act of 1940 or not a U.S. Person, and if a U.S. Person, can representas follows:

#### (i)           it is not abroker-dealer which owns and invests on a discretionary basis less thanU.S.$25,000,000 in securities of unaffiliated issuers;

#### (ii)          it is not aparticipant-directed employee plan such as a 401(k) plan;

#### (iii)         it is acting for itsown account or for the account of another who is a qualified institutionalbuyer and a qualified purchaser that is not included in (i) or (ii) above;

#### (iv)        it is not formed forthe purpose of investing in the Notes;

#### (v)         it, and each accountfor which it holds the Notes, shall hold at least the minimum denominationtherefor; and

#### (vi)        it will provide noticeof these transfer restrictions to any transferee from it.

### (h)      Each Notes ValuationReport (after approval by the Collateral Manager after giving effect to anyrevisions thereto in accordance with Section 10.12(f)) shall constituteinstructions from the Collateral Manager, on behalf of the Issuer, to theTrustee to transfer funds from the Collection Accounts to the Payment Accountpursuant to Section 10.2(e) and to withdraw on the related Payment Datefrom the Payment Account and pay or transfer the amounts set forth in the NotesValuation Report, as applicable, in the manner specified, and in accordancewith the priorities established, in Section 11.1 hereof.

### (i)       Not more than fiveBusiness Days after receiving an Issuer Request requesting informationregarding a redemption of the Notes of a Class as of a proposed Redemption Dateset forth in such Issuer Request, the Trustee shall compute the followinginformation and provide such information in a statement (the “Redemption Date Statement”)delivered to the Collateral Manager (which shall review such statement in themanner provided for in Section 10.12(f)), the Preferred Shares PayingAgent and each Hedge Counterparty:

#### (i)           the AggregateOutstanding Amount of the Notes of the Class or Classes to be redeemed as ofsuch Redemption Date;

#### (ii)          the amount ofaccrued interest due on such Notes as of the last day of the Interest AccrualPeriod immediately preceding such Redemption Date;

#### (iii)         the RedemptionPrice;

#### (iv)        the sum of all amountsdue and unpaid under Section 11.1(a) (other than amounts payable on theNotes being redeemed or to the Noteholders thereof);

#### (v)         the amount due andpayable to each Hedge Counterparty pursuant to the applicable Hedge Agreement;and

207

----

#### (vi)        the amount in theAccounts available for application to the redemption of such Notes.

### (j)       In the event of a saleby the Issuer of any Collateral Debt Security that is subject to a LiabilityHedge, the Issuer (at the direction Collateral Manager) shall provide writtennotice to each Hedge Counterparty under such Liability Hedge at least 5Business Days prior to such sale.

## Section 10.13         Release of Pledged Collateral DebtSecurities; Release of Assets.

### (a)      If no Event of Defaulthas occurred and is continuing and subject to Article 12 hereof, theIssuer may, by Issuer Order delivered to the Trustee at least two (2) BusinessDays prior to the settlement date for any sale of a Pledged Collateral DebtSecurity certifying that (i) it has sold such Pledged Collateral Debt Securitypursuant to and in compliance with Article 12 or (ii) in the case of aredemption pursuant to Section 9.1 or Section 9.2 the proceedsfrom any such sale of Pledged Collateral Debt Securities are sufficient toredeem the Notes pursuant to Section 9.1 or Section 9.2, directthe Trustee to release such Pledged Collateral Debt Security and, upon receiptof such Issuer Order, the Trustee shall deliver any such Pledged CollateralDebt Security, if in physical form, duly endorsed to the broker or purchaserdesignated in such Issuer Order or, if such Pledged Collateral Debt Security isrepresented by a Security Entitlement, cause an appropriate transfer thereof tobe made, in each case against receipt of the sales price therefor as set forthin such Issuer Order; provided, however, that the Trustee maydeliver any such Pledged Collateral Debt Security in physical form forexamination (prior to receipt of the sales proceeds) in accordance with streetdelivery custom.  The Trustee shall (i)deliver any agreements and other documents in its possession relating to suchPledged Collateral Debt Security and (ii) if applicable, duly assign each suchagreement and other document, in each case, to the broker or purchaserdesignated in such Issuer Order.

### (b)      The Issuer may, by IssuerOrder, delivered to the Trustee at least three Business Days prior to the dateset for redemption or payment in full of a Pledged Collateral Debt Security,certifying that such Pledged Collateral Debt Security is being redeemed or paidin full, direct the Trustee, or at the Trustee’s instructions, the CustodialSecurities Intermediary, to deliver such Pledged Collateral Debt Security, ifin physical form, duly endorsed, or, if such Pledged Collateral Debt Securityis a Clearing Corporation Security, to cause it to be presented, to theappropriate paying agent therefor on or before the date set for redemption orpayment, in each case against receipt of the applicable redemption price orpayment in full thereof.

### (c)      If no Event of Defaulthas occurred and is continuing and subject to Article 12, the Issuermay, by Issuer Order delivered to the Trustee at least two (2) Business Daysprior to the date set for an exchange, tender or sale, certifying that aCollateral Debt Security is subject to an Offer and setting forth in reasonabledetail the procedure for response to such Offer, direct the Trustee or at theTrustee’s instructions, the Custodial Securities Intermediary, to deliver suchsecurity, if in physical form, duly endorsed, or, if such security is aClearing Corporation Security, to cause it to be delivered, in accordance withsuch Issuer Order, in each case against receipt of payment therefor.

208

----

### (d)      The Trustee shall depositany proceeds received by it from the disposition of a Pledged Collateral DebtSecurity in the Principal Collection Account unless simultaneously applied tothe purchase of Substitute Collateral Debt Securities, subject to theReinvestment Criteria, or Eligible Investments under and in accordance with therequirements of Article 12 and this Article 10.  Neither the Trustee nor the CustodialSecurities Intermediary shall be responsible for any loss resulting fromdelivery or transfer of any security prior to receipt of payment in accordanceherewith.

### (e)      The Trustee shall, uponreceipt of an Issuer Order at such time as there are no Notes Outstanding andall obligations of the Issuer hereunder have been satisfied, release the Assetsfrom the lien of this Indenture.

## Section 10.14         Reports by Independent Accountants.

### (a)      On or about the ClosingDate, the Issuer shall appoint a firm of Independent certified publicaccountants of recognized national reputation for purposes of preparing anddelivering the reports or certificates of such accountants required by thisIndenture.  The Collateral Manager, onbehalf of the Issuer, shall have the right to remove such firm or any successorfirm.  Upon any resignation by or removalof such firm, the Collateral Manager, on behalf of the Issuer, shall promptlyappoint, by Issuer Order delivered to the Trustee, each Hedge Counterparty andeach Rating Agency, a successor thereto that shall also be a firm ofIndependent certified public accountants of recognized national reputation andshall provide notice to a designated representative of the ControllingClass.  If the Collateral Manager, onbehalf of the Issuer, shall fail to appoint a successor to a firm ofIndependent certified public accountants which has resigned or been removed,within thirty (30) days after such resignation or removal, the Issuershall promptly notify the Trustee of such failure in writing.  If the Collateral Manager, on behalf of theIssuer, shall not have appointed a successor within ten (10) days thereafter, theTrustee shall promptly appoint a successor firm of Independent certified publicaccountants of recognized national reputation. The fees of such Independent certified public accountants and itssuccessor shall be payable by the Issuer or by the Trustee as provided in thePriority of Payments.

### (b)      Within sixty (60) daysafter December 31 of each year (commencing with December 31, 2006), the Issuershall cause to be delivered to the Trustee, the Collateral Manager and eachRating Agency an Accountants’ Report specifying the procedures applied and theassociated findings with respect to the Monthly Reports, the Notes ValuationReports and any Redemption Date Statements prepared in the year ending on suchdate.  At least sixty (60) days prior tothe Payment Date in April 2007 (and, if at any time a successor firm ofIndependent certified public accountants is appointed, to the Payment Datefollowing the date of such appointment), the Issuer shall deliver to theTrustee an Accountant’s Report specifying in advance the procedures that suchfirm will apply in making the aforementioned findings throughout the term ofits service as accountants to the Issuer. The Trustee shall promptly forward a copy of such Accountant’s Report tothe Collateral Manager and each Holder of Notes of the Controlling Class, atthe address shown on the Note Register. The Issuer shall not approve the institution of such procedures if aMajority of the Aggregate Outstanding Amount of Notes of the Controlling Class,by written notice to the Issuer and the Trustee within thirty (30) days afterthe date of the related notice to the Trustee, object thereto.

209

----

### (c)      If any Hedge Counterpartyis required to post collateral pursuant to the related Hedge Agreement duringany Due Period, then on or prior to the Payment Date following such Due Periodand on or prior to each anniversary of such Payment Date the Issuer shall causea firm of Independent certified public accountants to review and verify thatthe value of collateral posted is in accordance with the applicable provisionsof the related Hedge Agreement.

## Section 10.15         Reports to Rating Agencies.

### (a)      In addition to theinformation and reports specifically required to be provided to each RatingAgency pursuant to the terms of this Indenture, the Trustee shall provide eachRating Agency and each Hedge Counterparty with all information or reportsdelivered by the Trustee hereunder, and such additional information as eachRating Agency may from time to time reasonably request and the Trusteedetermines in its sole discretion may be obtained and provided withoutunreasonable burden or expense.  TheIssuer shall promptly notify the Trustee and the Preferred Shares Paying Agentif a Rating Agency’s rating of any Class of Notes has been, or it is known bythe Issuer that such rating will be, reduced, or qualified or withdrawn.  The Issuer, or the Collateral Manager onbehalf of the Issuer, also shall deliver to the Rating Agencies, within 10Business Days after each Quarterly Measurement Date, (x) a completedcertificate substantially in the form of Exhibit F hereto, and (y) a completedreport substantially in the form of Exhibit G hereto.

### (b)      The Issuer, or theCollateral Manager on behalf of the Issuer, shall provide the Rating Agencieswith all information and reports delivered to the Trustee hereunder.

### (c)      All additional reports tobe sent to the Rating Agencies pursuant to clause (a) above shall be reviewedprior to such transmission by the Collateral Manager.

## Section 10.16         [Reserved].

## Section 10.17         Certain Procedures.

### (a)      For so long as the Notesmay be transferred only in accordance with Rule 144A or another exemption fromregistration under the Securities Act, the Issuer (or the Collateral Manager onbehalf of the Issuer) will ensure that any Bloomberg screen containinginformation about the Rule 144A Global Notes includes the following (orsimilar) language:

#### (i)           the “Note Box” onthe bottom of the “Security Display” page describing the Rule 144A Global Noteswill state: “Iss’d Under 144A/3c7”;

#### (ii)          the “SecurityDisplay” page will have the flashing red indicator “See Other AvailableInformation”; and

#### (iii)         the indicator willlink to the “Additional Security Information” page, which will state that theNotes “are being offered in reliance on the exemption from registration underRule 144A of the Securities Act to persons who are both (i) qualifiedinstitutional buyers (as defined in Rule 144A under the Securities Act) and(ii) qualified

210

----

#### purchasers (asdefined under Section 3(c)(7) under the Investment Company Act of 1940).

### (b)      For so long as the Rule144A Global Notes are registered in the name of DTC or its nominee, the Issuer(or the Collateral Manager on behalf of the Issuer) will instruct DTC to takethese or similar steps with respect to the Rule 144A Global Notes:

#### (i)           the DTC 20-charactersecurity descriptor and 48-character additional descriptor will indicate withmarker “3c7” that sales are limited to (i) QIBs and (ii) Qualified Purchasers;

#### (ii)          where the DTCdeliver order ticket sent to purchasers by DTC after settlement is physical, itwill have the 20-character security descriptor printed on it.  Where the DTC deliver order ticket iselectronic, it will have a “3c7” indicator and a related user manual forparticipants, which will contain a description of the relevant restriction; and

#### (iii)         DTC will send an “ImportantNotice” outlining the 3(c)(7) restrictions applicable to the Rule 144A GlobalNotes to all DTC participants in connection with the initial offering of Notesby the issuers.

211

----

#### **ARTICLE11**

# **APPLICATIONOF MONIES**

## Section 11.1           Disbursements of Monies fromPayment Account.

### (a)      Notwithstanding any otherprovision in this Indenture, but subject to the other subsections of this Section11.1 and Section 13.1 hereof, on each Payment Date, or RedemptionDate the Trustee shall disburse amounts transferred to the Payment Account fromthe Interest Collection Account and the Principal Collection Account pursuantto Section 10.2 hereof in accordance with the following priorities (the “Priority of Payments”):

#### (i)           Interest Proceeds.On each Payment Date or Redemption Date, (except as otherwise provided in Section11.1(c)) Interest Proceeds with respect to the related Due Period shall bedistributed in the following order of priority:

##### (1)           to the payment oftaxes and filing fees (including any registered office and government fees)owed by the Issuer, if any;

##### (2)           (a) first, to theextent not previously reimbursed, to the Advancing Agent or the Trustee, in itscapacity as Backup Advancing Agent, the aggregate amount of any NonrecoverableAdvances due and payable to such party, (b) second, to the extent notpreviously reimbursed, to the Collateral Manager, the aggregate amount of anyNonrecoverable Cure Advance due and payable to the Collateral Manager, (c)third, to the Advancing Agent, the Advancing Agent Fee and any previously duebut unpaid Advancing Agent Fee (provided that the Advancing Agent hasnot failed to make any Interest Advance required to be made in respect of suchPayment Date pursuant to the terms of this Indenture), (d) fourth, to the AdvancingAgent and the Trustee, in its capacity as Backup Advancing Agent, (i) to theextent due and payable to such party, Reimbursement Interest and (ii)reimbursement of any outstanding Interest Advances not (in the case of thisclause (ii)) to exceed the amount that would result in an Interest Shortfallwith respect to such Payment Date and (e) fifth, to the extent due and payableto the Collateral Manager, reimbursement of any outstanding Cure Advance (butonly to the extent of the applicable proceeds in respect of the Collateral DebtSecurity with respect to which such Cure Advance was made and not to exceed theamount that would result in an Interest Shortfall with respect to such PaymentDate);

##### (3)           (a) first, to thepayment to the Trustee, in its capacity as Backup Advancing Agent, the BackupAdvancing Agent Fee (or if the Advancing Agent has failed to make any InterestAdvance required to be made by the Advancing Agent in respect of suchDistribution Date pursuant to the terms of this Indenture, the Advancing AgentFee otherwise payable to the Advancing Agent on such Distribution Date) and anypreviously due but unpaid Backup Advancing Agent

212

----

##### Fee, (b)second, to the payment to the Trustee of the accrued and unpaid fees in respectof its services equal to the greater of (i) 0.0066% per annum of the AggregateCollateral Balance and (ii) U.S. $25,000 per annum, (c) third, to the paymentof other accrued and unpaid Company Administrative Expenses of the Trustee, thePaying Agent, the Preferred Shares Paying Agent and the Calculation Agent, (d)fourth, to the payment of any other accrued and unpaid Company AdministrativeExpenses, and (e) fifth, prior to the date on which amounts on deposit in theExpense Account are transferred to the Payment Account (in connection with thesale or disposition of substantially all of the Issuer’s assets) forapplication as Interest Proceeds, for deposit in the Expense Account an amountequal to an amount sufficient to cause the balance of all Eligible Investmentsand cash in the Expense Account, immediately after such deposit, to equal U.S.$50,000, the aggregate of all such amounts in clauses (c), (d) and (e) above(including such amounts paid since the previous Payment Date from the ExpenseAccount) not to exceed 0.06% per annum of the Aggregate Collateral Balance asof the beginning of the related Due Period;

##### (4)           to the payment ofthe Senior Collateral Management Fee and any previously due but unpaid SeniorCollateral Management Fees;

##### (5)           *pro rata* on the basis of amounts payableunder each Hedge Agreement (if any), to the payment of any amounts (including,without limitation, any Hedge Payment Amounts) scheduled to be paid to eachHedge Counterparty, if any, pursuant to any Hedge Agreement, along with anypayments (however described) due and payable by the Issuer under any HedgeAgreement in connection with a termination (in whole or in part) of any HedgeAgreement (including any interest that may accrue thereon), other than byreason of an Event of Default (as defined in the related Hedge Agreement) orTermination Event (other than Illegality or Tax Event) (each as defined in therelated Hedge Agreement) in each case, with respect to which the HedgeCounterparty is the Defaulting Party or the sole Affected Party (as defined inthe related Hedge Agreement);

##### (6)           to the payment ofthe Class A-1 Interest Distribution Amount, plus, any Class A-1 DefaultedInterest Amount;

##### (7)           to the payment ofthe Class A-2 Interest Distribution Amount, plus, any Class A-2 DefaultedInterest Amount;

##### (8)           to the payment ofthe Class B Interest Distribution Amount, plus, any Class B Defaulted InterestAmount;

##### (9)           as long as any ofthe Class A Notes or the Class B Notes are Outstanding, to the payment of thefollowing amounts:

(a)           in the event that the Class A-1 Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y)

213

----

pursuant to an AuctionCall Redemption, an Optional Redemption, a Clean-up Call or a Tax Redemption or(z) upon the Stated Maturity of the Class A-1 Notes, to the payment in full ofprincipal of the Class A-1 Notes;

(b)           in the event that the Class A-2 Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class A-2Notes, to the payment in full of principal of, first, the Class A-1 Notes andsecond, the Class A-2 Notes;

(c)           in the event that the Class B Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class BNotes, to the payment in full of principal of, first, the Class A-1 Notes,second, the Class A-2 Notes and third, the Class B Notes; or

(d)           in the event of a MandatoryRedemption of the Class A Notes and the Class B Notes, first, to the payment ofprincipal of the Class A-1 Notes, second, to the payment of principal of theClass A-2 Notes and third, to the payment of principal of the Class B Notes, tothe extent necessary to cause each of the Class A/B Coverage Tests to besatisfied (after giving effect to the payment of all amounts previously paid onsuch Payment Date pursuant to this Section 11.1(a)(i) and this Section11.1(a)(ii);

##### (10)         to the payment of theClass C Interest Distribution Amount, plus, any Class C Defaulted InterestAmount;

##### (11)         to the payment of theClass C Capitalized Interest (if any);

##### (12)         to the payment of theClass D Interest Distribution Amount, plus, any Class D Defaulted InterestAmount;

##### (13)         to the payment of theClass D Capitalized Interest (if any);

##### (14)         to the payment of theClass E Interest Distribution Amount, plus, any Class E Defaulted InterestAmount;

##### (15)         to the payment of theClass E Capitalized Interest (if any);

##### (16)         as long as any of theClass C Notes, the Class D Notes or the Class E Notes are Outstanding, to thepayment of the following amounts:

(a)           in the event that the Class C Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class CNotes, to the payment in

214

----

full of principal offirst, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class BNotes and fourth, the Class C Notes;

(b)           in the event that the Class D Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class DNotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class CNotes and fifth, the Class D Notes;

(c)           in the event that the Class E Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class ENotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class CNotes, fifth, the Class D Notes and sixth, the Class E Notes; or

(d)           in the event of a MandatoryRedemption of the Class C Notes, the Class D Notes and the Class E Notes,first, to the payment of principal of the Class A-1 Notes, second, to thepayment of principal of the Class A-2 Notes, third, to the payment of principalof the Class B Notes, fourth, to the payment of principal of the Class C Notes,fifth, to the payment of principal of the Class D Notes and sixth, to thepayment of principal of the Class E Notes, to the extent necessary to causeeach of the Class C/D/E Coverage Tests to be satisfied (after giving effect tothe payment of all amounts previously paid on such Payment Date pursuant tothis Section 11.1(a)(i));

##### (17)         to the payment of theClass F Interest Distribution Amount, plus, any Class F Defaulted InterestAmount;

##### (18)         to the payment of theClass F Capitalized Interest (if any);

##### (19)         to the payment of theClass G Interest Distribution Amount, plus, any Class G Defaulted InterestAmount;

##### (20)         to the payment of theClass G Capitalized Interest (if any);

##### (21)         to the payment of theClass H Interest Distribution Amount, plus, any Class H Defaulted InterestAmount;

##### (22)         to the payment of theClass H Capitalized Interest (if any);

##### (23)         as long as any of theClass F Notes, Class G Notes or Class H Notes are Outstanding, to the paymentof the following amounts:

(a)           in the event that the Class F Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an

215

----

Auction Call Redemption,an Optional Redemption, a Clean-up Call or a Tax Redemption or (z) upon StatedMaturity of the Class F Notes, to the payment in full of principal of first,the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B Notes,fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notesand seventh, the Class F Notes;

(b)           in the event that the Class G Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class GNotes, to the payment in full of principal of first, the Class A-1 Notes, second,the Class A-2 Notes, third, the Class B Notes, fourth, the Class C Notes,fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notesand eighth, the Class G Notes;

(c)           in the event that the Class H Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class HNotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class CNotes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class FNotes, eighth, the Class G Notes and ninth, the Class H Notes; or

(d)           in the event of a MandatoryRedemption of the Class F Notes, the Class G Notes and the Class H Notes,first, to the payment of principal of the Class A-1 Notes, second, to thepayment of principal of the Class A-2 Notes, third, to the payment of principalof the Class B Notes, fourth, to the payment of principal of the Class C Notes,fifth, to the payment of principal of the Class D Notes, sixth, to the paymentof principal of the Class E Notes, seventh, to the payment of principal of theClass F Notes, eighth, to the payment of principal of the Class G Notes andninth, to the payment of principal of the Class H Notes, to the extentnecessary to cause the Class F/G/H Coverage Tests to be satisfied (after givingeffect to the payment of all amounts previously paid on such Payment Datepursuant to this Section 11.1(a)(i));

##### (24)         to the payment of theClass J Interest Distribution Amount, plus, any Class J Defaulted InterestAmount;

##### (25)         to the payment of theClass J Capitalized Interest (if any);

##### (26)         as long as any of theClass J Notes are Outstanding, in the event that the Class J Notes become dueand payable (x) as a result of an acceleration following an Event of Default,(y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-upCall or a Tax Redemption or (z) upon Stated Maturity of the Class J Notes, tothe payment in full of principal of first, the Class A-1 Notes, second, theClass A-2 Notes, third, the Class B Notes, fourth, the Class C Notes, fifth,the Class D Notes, sixth, the Class E Notes, seventh, the

216

----

##### Class F Notes,eighth, the Class G Notes, ninth, the Class H Notes and tenth, the Class JNotes;

##### (27)         to the payment of theClass K Interest Distribution Amount, plus, any Class K Defaulted InterestAmount;

##### (28)         to the payment of theClass K Capitalized Interest (if any);

##### (29)         as long as any of theClass K Notes are Outstanding, in the event that the Class K Notes become dueand payable (x) as a result of an acceleration following an Event of Default,(y) pursuant to an Auction Call Redemption, an Optional Redemption, a Clean-upCall or a Tax Redemption or (z) upon Stated Maturity of the Class K Notes, tothe payment in full of principal of first, the Class A-1 Notes, second, theClass A-2 Notes, third, the Class B Notes, fourth, the Class C Notes, fifth,the Class D Notes, sixth, the Class E Notes, seventh, the Class F Notes,eighth, the Class G Notes, ninth, the Class H Notes, tenth, the Class J Notesand eleventh, the Class K Notes;

##### (30)         on the first PaymentDate following the occurrence of a Rating Confirmation Failure, to the extentthat application of any unused proceeds remaining on deposit on the UnusedProceeds Account is insufficient to cause the ratings assigned to each Class ofNotes to be reinstated or any affected Class to be paid in full, to the paymentof principal of each Class of Notes, first, to the Class A-1 Notes, second, tothe Class A-2 Notes, third, to the Class B Notes, fourth, to the Class C Notes,fifth, to the Class D Notes, sixth, to the Class E Notes, seventh, to the ClassF Notes, eighth, to the Class G Notes, ninth, to the Class H Notes, tenth, tothe Class J Notes and eleventh, to the Class K Notes, in each case until theratings assigned on the Closing Date to each Class of Notes have beenreinstated or such Class has been paid in full;

##### (31)         to the payment of anyCompany Administrative Expenses not paid pursuant to paragraph (3) above in theorder specified therein;

##### (32)         to the payment of theSubordinate Collateral Management Fee and any accrued and unpaid SubordinateCollateral Management Fee;

##### (33)         *pro rata* on the basis of amounts payableunder each Hedge Agreement (if any), to the payment of any amounts (including,without limitation, any Hedge Payment Amounts) (including any interest accruedthereon), if any, payable by the Issuer to the Hedge Counterparty under therelated Hedge Agreement following an Event of Default or Termination Event(other than Illegality or Tax Event) (each as defined in the related HedgeAgreement) with respect to which the Hedge Counterparty is the Defaulting Partyor the sole Affected Party (as defined in the related Hedge Agreement); and

##### (34)         if a Liquidity TestFailure or a Schedule P Failure has occurred and is continuing, to the SuspenseAccount in an amount (x) necessary to cause such Liquidity Test Failure to becured and/or (y) up to the Schedule P Failure

217

----

##### Amount, andany remaining Interest Proceeds to be released from the lien of this Indentureand paid (upon standing order of the Issuer) to the Preferred Shares PayingAgent for deposit into the Preferred Shares Distribution Account fordistribution to the holders of the Preferred Shares as payments of thePreferred Shares Distribution Amount subject to and in accordance with theprovisions of the Preferred Shares Paying Agency Agreement.

#### (ii)          Principal Proceeds.On each Payment Date or Redemption Date, Principal Proceeds with respect to therelated Due Period shall be distributed in the following order of priority:

##### (1)           to the payment ofthe amounts referred to in paragraphs (1) through (8) of Section 11.1(a)(i)in the same order of priority specified therein, but only to the extent notpaid in full thereunder;

##### (2)           to the extent thatthe amounts paid pursuant to paragraph (9) of Section 11.1(a)(i) areinsufficient to pay such amounts in full thereunder and any Class A Notes orClass B Notes are Outstanding, to the payment of the following amounts:

(a)           in the event that the Class A-1 Notesare Outstanding and become due and payable (x) as a result of an accelerationfollowing an Event of Default, (y) pursuant to an Auction Call Redemption, anOptional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the StatedMaturity of the Class A-1 Notes, to the payment in full of principal of theClass A-1 Notes;

(b)           in the event that the Class A-2 Notesare Outstanding and become due and payable (x) as a result of an accelerationfollowing an Event of Default, (y) pursuant to an Auction Call Redemption, anOptional Redemption, a Clean-up Call or a Tax Redemption or (z) upon the StatedMaturity of the Class A-2 Notes, to the payment in full of principal of, first,the Class A-1 Notes and second, the Class A-2 Notes;

(c)           in the event that the Class B Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class BNotes, to the payment in full of principal of, first, the Class A-1 Notes,second, the Class A-2 Notes and third, the Class B Notes; or

(d)           in the event of a MandatoryRedemption of the Class A Notes and the Class B Notes, first, to the payment ofprincipal of the Class A-1 Notes, second, to the payment of principal of theClass A-2 Notes and third, to the payment of principal of the Class B Notes, tothe extent necessary to cause each of the Class A/B Coverage Tests to besatisfied (after giving effect to the payment of all amounts previously paid onsuch Payment Date pursuant to Section 11.1(a)(i) and Section11.1(a)(ii));

218

----

##### (3)           (a)           if the Class A Notes and the Class BNotes are no longer Outstanding, to the payment of first, the amounts referredto in paragraph (10) of Section 11.1(a)(i) and second, the amountsreferred to in paragraph (11) of Section 11.1(a)(i), but only to theextent not paid in full thereunder;

(b)           if the Class A Notes, the Class BNotes and the Class C Notes are no longer Outstanding, to the payment of first,the amounts referred to in paragraph (12) of Section 11.1(a)(i) andsecond, the amounts referred to in paragraph (13) of Section 11.1(a)(i),but only to the extent not paid in full thereunder;

(c)           if the Class A Notes, the Class BNotes, the Class C Notes and the Class D Notes are no longer outstanding, tothe payment of first, the amounts referred to in paragraph (14) of Section11.1(a)(i) and second, the amounts referred to in paragraph (15) of Section11.1(a)(i), but only to the extent not paid in full thereunder;

##### (4)           to the extent thatthe amounts paid pursuant to paragraph (16) of Section 11.1(a)(i) areinsufficient to pay such amounts in full thereunder and any Class C Notes,Class D Notes or Class E Notes are Outstanding, to the payment of the followingamounts:

(a)           in the event that the Class C Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class CNotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes and fourth, the Class CNotes;

(b)           in the event that the Class D Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class DNotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class CNotes and fifth, the Class D Notes;

(c)           in the event that the Class E Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class ENotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class CNotes, fifth, the Class D Notes and sixth, the Class E Notes; or

(d)           in the event of a MandatoryRedemption of the Class C Notes, the Class D Notes and the Class E Notes,first, to the payment of principal of the Class A-1 Notes, second, to thepayment of principal of the Class A-2

219

----

Notes, third, tothe payment of principal of the Class B Notes, fourth, to the payment ofprincipal of the Class C Notes, fifth, to the payment of principal of the ClassD Notes and sixth, to the payment of principal of the Class E Notes, to theextent necessary to cause the Class C/D/E Coverage Tests to be satisfied (aftergiving effect to the payment of all amounts previously paid on such PaymentDate pursuant to Section 11.1(a)(i) and Section 11.1(a)(ii));

##### (5)           (a)           if the Class A Notes, the Class B Notes,the Class C Notes, the Class D Notes and the Class E Notes are no longerOutstanding, to the payment of first, the amounts referred to in paragraph (17)of Section 11.1(a)(i) and second, the amounts referred to in paragraph(18) of Section 11.1(a)(i), but only to the extent not paid in fullthereunder;

(b)           if the Class A Notes, the Class BNotes, the Class C Notes, the Class D Notes, the Class E Notes and the Class FNotes are no longer Outstanding, to the payment of first, the amounts referredto in paragraph (19) of Section 11.1(a)(i) and second, the amountsreferred to in paragraph (20) of Section 11.1(a)(i), but only to theextent not paid in full thereunder;

(c)           if the Class A Notes, the Class BNotes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes and the Class G Notes are no longer Outstanding, to the payment of first,the amounts referred to in paragraph (21) of Section 11.1(a)(i) andsecond, the amounts referred to in paragraph (22) of Section 11.1(a)(i),but only to the extent not paid in full thereunder;

##### (6)           to the extent thatthe amounts paid pursuant to paragraph (23) of Section 11.1(a)(i) areinsufficient to pay such amounts in full thereunder and any Class F Notes,Class G Notes or Class H Notes are Outstanding, to the payment of the followingamounts:

(a)           in the event that the Class F Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class FNotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class CNotes, fifth, the Class D Notes, sixth, the Class E Notes and seventh, theClass F Notes;

(b)           in the event that the Class G Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class GNotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class CNotes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class FNotes and eighth, the Class G Notes;

220

----

(c)           in the event that the Class H Notesbecome due and payable (x) as a result of an acceleration following an Event ofDefault, (y) pursuant to an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption or (z) upon Stated Maturity of the Class HNotes, to the payment in full of principal of first, the Class A-1 Notes,second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class CNotes, fifth, the Class D Notes, sixth, the Class E Notes, seventh, the Class FNotes, eighth, the Class G Notes and ninth, the Class H Notes; or

(d)           in the event of a MandatoryRedemption of the Class F Notes, the Class G Notes and the Class H Notes,first, to the payment of principal of the Class A-1 Notes, second, to thepayment of principal of the Class A-2 Notes, third, to the payment of principalof the Class B Notes, fourth, to the payment of principal of the Class C Notes,fifth, to the payment of principal of the Class D Notes, sixth, to the paymentof principal of the Class E Notes, seventh, to the payment of principal of theClass F Notes, eighth, to the payment of principal of the Class G Notes andninth, to the payment of principal of the Class H Notes, to the extentnecessary to cause the Class F/G/H Coverage Tests to be satisfied (after givingeffect to the payment of all amounts previously paid on such Payment Datepursuant to Section 11.1(a)(i) and Section 11.1(a)(ii);

##### (7)           if the Class ANotes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes and Class H Notes are no longerOutstanding, to the payment of first, the amounts referred to in paragraph (24)of Section 11.1(a)(i), and second, the amounts referred to in paragraph(25) of Section 11.1(a)(i), but only to the extent not paid in fullthereunder;

##### (8)           to the extent thatthe amounts paid pursuant to paragraph (26) of Section 11.1(a)(i) areinsufficient to pay such amounts in full thereunder and any Class J Notes areOutstanding, in the event that the Class J Notes become due and payable (x) asa result of an acceleration following an Event of Default, (y) pursuant to anAuction Call Redemption, an Optional Redemption, a Clean-up Call or a TaxRedemption or (z) upon Stated Maturity of the Class J Notes, to the payment infull of principal of first, the Class A-1 Notes, second, the Class A-2 Notes,third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes,sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class GNotes, ninth, the Class H Notes and tenth, the Class J Notes;

##### (9)           if the Class ANotes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes, the Class H Notes and the Class JNotes are no longer Outstanding, to the payment of first, the amounts referredto in paragraph (27) of Section 11.1(a)(ii), and second, the amountsreferred to in paragraph (28) of Section 11.1(a)(i), but only to the extentnot paid in full thereunder;

221

----

##### (10)         to the extent thatthe amounts paid pursuant to paragraph (29) of Section 11.1(a)(i) areinsufficient to pay such amounts in full thereunder and any Class K Notes areOutstanding, in the event that the Class K Notes become due and payable (x) asa result of an acceleration following an Event of Default, (y) pursuant to anAuction Call Redemption, an Optional Redemption, a Clean-up Call or a TaxRedemption or (z) upon Stated Maturity of the Class K Notes, to the payment infull of principal of first, the Class A-1 Notes, second, the Class A-2 Notes,third, the Class B Notes, fourth, the Class C Notes, fifth, the Class D Notes,sixth, the Class E Notes, seventh, the Class F Notes, eighth, the Class GNotes, ninth, the Class H Notes, tenth, the Class J Notes and eleventh, theClass K Notes;

##### (11)         to the extent thatthe amounts paid pursuant to paragraph (30) of Section 11.1(a)(i) areinsufficient to pay such amounts in full thereunder and any Notes areOutstanding, on the first Payment Date following the occurrence of a RatingConfirmation Failure, to the payment of principal of each Class of Notes,first, to the Class A-1 Notes, second, to the Class A-2 Notes, third, to theClass B Notes, fourth, to the Class C Notes, fifth, the Class D Notes, sixth,the Class E Notes, seventh, the Class F Notes, eighth, the Class G Notes,ninth, the Class H Notes, tenth, the Class J Notes and eleventh, the Class KNotes, in each case until the ratings assigned on the Closing Date to each Classof Notes have been reinstated or such Class has been paid in full;

##### (12)         prior to the last dayof the Reinvestment Period, to the investment in Eligible Investments andreinvestment in Substitute Collateral Debt Securities subject to theReinvestment Criteria or, if determined by the Collateral Manager, to pay anySpecial Amortization Amount, to amortize the Class A-1 Notes, the Class A-2Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes, the Class H Notes, the Class JNotes and the Class K Notes as follows: (x) if each of the S&P SpecialAmortization Pro Rata Condition and the Moody’s Special Amortization Pro RataCondition is satisfied with respect to such Payment Date and each Coverage Testwas satisfied as of the related Determination Date, on a *pro rata* basis without regard to anyCapitalized Interest (based on the Aggregate Outstanding Amount of each Class)among all Classes of Notes, or (y) if either the S&P Special AmortizationPro Rata Condition or the Moody’s Special Amortization Pro Rata Condition isnot satisfied with respect to such Payment Date or any of the Coverage Testswere not satisfied as of the related Determination Date, sequentially among allClasses of Notes; provided, however, that amounts representingrecoveries in respect of Defaulted Securities will be distributed sequentiallyin any event;

##### (13)         after theReinvestment Period (x) on each Payment Date that is not also a Redemption Dateor the Stated Maturity of the Notes and (y) in the absence of an accelerationfollowing an Event of Default, to the payment of principal of first, the ClassA-1 Notes, until the Class A-1 Notes have been paid in full, second, the ClassA-2 Notes, until the Class A-2 Notes have been paid in full,

222

----

##### third, theClass B Notes, until the Class B Notes have been paid in full, fourth, theClass C Notes, until the Class C Notes have been paid in full, fifth, the ClassD Notes, until the Class D Notes have been paid in full, sixth, the Class E Notes,until the Class E Notes have been paid in full, seventh, the Class F Notes,until the Class F Notes have been paid in full, eighth, the Class G Notes,until the Class G Notes have been paid in full, ninth, the Class H Notes, untilthe Class H Notes have been paid in full, tenth, the Class J Notes, until theClass J Notes have been paid in full and eleventh, the Class K Notes, until theClass K Notes have been paid in full;

##### (14)         to the payment ofamounts referred to in paragraph (31) of Section 11.1(a)(i) to theextent not paid thereunder;

##### (15)         to the payment ofamounts referred to in paragraph (32) of Section 11.1(a)(i) to theextent not paid thereunder;

##### (16)         to the payment ofamounts referred to in paragraph (33) of Section 11.1(a)(i) to theextent not paid thereunder; and

##### (17)         any remainingPrincipal Proceeds to be released from the lien of this Indenture and paid(upon standing order of the Issuer) to the Preferred Shares Paying Agent fordeposit into the Preferred Shares Distribution Account for distribution to theholders of the Preferred Shares as payments of the Preferred SharesDistribution Amount subject to and in accordance with the provisions of thePreferred Shares Paying Agency Agreement.

### (b)      On or before the BusinessDay prior to each Payment Date, the Issuer shall, pursuant to Section10.2(e), remit or cause to be remitted to the Trustee for deposit in thePayment Account an amount of Cash sufficient to pay the amounts described in Section11.1(a) required to be paid on such Payment Date.

### (c)      If on any Payment Datethe amount available in the Payment Account from amounts received in therelated Due Period is insufficient to make the full amount of the disbursementsrequired by the statements furnished by the Trustee pursuant to Section10.12(e) hereof, the Trustee shall make the disbursements called for in theorder and according to the priority set forth under Section 11.1(a)above, subject to Section 13.1 hereof, to the extent funds are availabletherefor.

### (d)      Except as otherwiseexpressly provided in this Section 11.1, if on any Payment Date theamount available in the Payment Account from amounts received in the relatedDue Period are insufficient to make the full amount of the disbursementsrequired by any lettered subclause of Section 11.1(a)(i) or Section11.1(a)(ii), the Trustee shall make the disbursements called for by suchsubclause ratably in accordance with the respective amounts of suchdisbursements then due and payable to the extent funds are available therefor,unless such subclause provides otherwise.

### (e)      In connection with theapplication of funds to pay Company Administrative Expenses of the Issuer, inaccordance with clauses (3) and (4) of clause (i) of

223

----

### Section 11.1(a) and sub-clause (1) of clause(ii) of Section 11.1(a), the Trustee shall remit such funds, to theextent available, to the Issuer (or as the Issuer may otherwise direct), asdirected by the Issuer to the Trustee or otherwise set forth in the writteninstructions delivered to the Trustee by the Issuer (net of amounts payable tothe Trustee) no later than the Business Day prior to the applicable PaymentDate.  All such payments shall be madepursuant to the Priority of Payments.

### (f)       In connection with thepayment to each Hedge Counterparty pursuant to each Hedge Agreement of anyamount scheduled to be paid from time to time between Payment Dates fromamounts received with respect to the Collateral Debt Securities, such amountsshall be distributed to each Hedge Counterparty pursuant to the related HedgeAgreement.

### (g)      In connection with anyrequired payment by the Issuer to Green Loan pursuant to the Asset ServicingAgreement of any amount scheduled to be paid from time to time between PaymentDates from amounts received with respect to the Collateral Debt Securities,such amounts shall be distributed to Green Loan pursuant to the Asset ServicingAgreement.

## Section 11.2           Trust Accounts.

All Monies held by, ordeposited with the Trustee in the Collection Accounts, the Payment Account, theExpense Account, the Unused Proceeds Account or the Delayed Funding ObligationsAccount pursuant to the provisions of this Indenture, and not invested inEligible Investments as herein provided, shall be deposited in one or moretrust accounts, maintained at the Corporate Trust Office or at a financialinstitution whose long-term rating is at least equal to, “A2” by Moody’s and “A-”by S&P to be held in trust for the benefit of the Noteholders.  To the extent Monies deposited in such trustaccount exceed amounts insured by the Bank Insurance Fund or SavingsAssociation Insurance Fund administered by the Federal Deposit InsuranceCorporation, or any agencies succeeding to the insurance functions thereof, andare not fully collateralized by direct obligations of the United States of America,such excess shall be invested in Eligible Investments as directed by IssuerOrder.

224

----

**ARTICLE12**

# **SALE OFCOLLATERAL DEBT SECURITIES**

## Section 12.1           Sales of Collateral DebtSecurities.

### (a)      Except as otherwiseexpressly permitted or required by this Indenture, the Issuer shall not sell orotherwise dispose of any Collateral Debt Security; provided that subjectto satisfaction of any applicable conditions in Section 10.13, so longas (A) no Event of Default has occurred and is continuing and (B) on or priorto the trade date for such sale the Collateral Manager has certified to theTrustee that each of the conditions applicable to such sale set forth below hasbeen satisfied, the Collateral Manager on behalf of the Issuer acting pursuantto the Collateral Management Agreement may direct the Trustee in writing tosell, and the Trustee shall sell in the manner directed by the CollateralManager in writing (which writing shall specify whether such security is aDefaulted Security, Credit Risk Security or Spread Appreciated Security, ifapplicable, or whether such security is otherwise permitted to be sold pursuantto this Section 12.1(a)):

#### (i)           any DefaultedSecurity at any time;

#### (ii)          a Credit RiskSecurity or Spread Appreciated Security, (A) during the Reinvestment Period, ifthe Collateral Manager has certified to the Trustee that it shall usecommercially reasonable efforts to purchase one or more Substitute CollateralDebt Securities having an Aggregate Principal Balance no less than the SaleProceeds (excluding accrued interest) from such sale, and after giving effectto such sale and to the purchase of Substitute Collateral Debt Securities withthe Sale Proceeds thereof, in the reasonable business judgment of theCollateral Manager (which shall not be called into question solely as a resultof subsequent events), the Reinvestment Criteria shall be met; providedthat, with respect  to the reinvestmentof Sale Proceeds received in respect of Spread Appreciated Securities, theCollateral Manager will use commercially reasonable efforts to reinvest suchSale Proceeds in one or more Substitute Collateral Debt Securities having anaggregate Principal Balance of not less than 100% of the Principal Balance ofeach Collateral Debt Security being sold, and (B) after the ReinvestmentPeriod, at any time;

#### (iii)         if a Collateral DebtSecurity that is a Defaulted Security is not sold by the Issuer (at thedirection of the Collateral Manager) within three (3) years of such CollateralDebt Security becoming a Defaulted Security, the Collateral Manager, on behalfof the Issuer, shall use its commercially reasonable efforts to sell suchCollateral Debt Security as soon as commercially practicable thereafter; and

#### (iv)        without limiting theforegoing, any Collateral Debt Security that is not a Defaulted Security, aCredit Risk Security or a Spread Appreciated Security may be sold during theReinvestment Period if (A) the Aggregate Principal Balance of Collateral DebtSecurities sold pursuant to this paragraph for a given calendar year does notexceed 10%

225

----

#### of theAggregate Collateral Balance at the beginning of that year, (B) the CollateralManager believes in good faith that proceeds from the sale of such CollateralDebt Security can be reinvested, within five (5) Business Days after the tradedate on which such Collateral Debt Security is sold in one or more SubstituteCollateral Debt Securities having an Aggregate Principal Balance of not lessthan 100% of the Principal Balance of the Collateral Debt Security being sold,(C) after giving effect to such sale and to the purchase of SubstituteCollateral Debt Securities with the Sale Proceeds thereof, the ReinvestmentCriteria will be met and (D) such Collateral Manager has not been removed orvoted to be removed, for “cause” as described in Section 12 of the CollateralManagement Agreement.

### (b)      Notwithstanding theforegoing, the Collateral Manager (at its option and at any time) shall bepermitted to effect a sale of a Credit Risk Security or a Defaulted Securityhereunder by purchasing (or causing its Affiliate to purchase) such DefaultedSecurity or Credit Risk Security from the Issuer for a cash purchase price thatshall be equal to the sum of (i) the Aggregate Principal Balance thereof plus(ii) all accrued and unpaid interest (or, in the case of a Preferred EquitySecurity, all accrued and unpaid dividends or other distributions notattributable to the return of capital by its governing documents) thereon andall other amounts due thereunder. Notwithstanding anything to the contrary set forth herein, no AdvisoryCommittee consent shall be required in connection with such cash purchase (the “CreditRisk/Defaulted Security Cash Purchase”).

In addition andnotwithstanding anything to the contrary set forth herein (and providedthat no Event of Default has occurred and is continuing), the CollateralManager (at its option but only upon disclosure to, and with the prior consentof, the Advisory Committee) shall be permitted to effect a sale of a DefaultedSecurity or a Credit Risk Security hereunder by directing the Issuer toexchange such Defaulted Security or Credit Risk Security for (i) a SubstituteCollateral Debt Security (that is not a Defaulted Security or a Credit RiskSecurity) owned by an Affiliate of the Collateral Manager (such SubstituteCollateral Debt Security, the “Exchange Security”) or (ii) a combinationof an Exchange Security and cash, provided that:

#### (i)           (A) the sum of (1)the Principal Balance of such Exchange Security plus (2) all accrued and unpaidinterest (or, in the case of a Preferred Equity Security, all accrued andunpaid dividends or other distributions not attributable to the return ofcapital by its governing documents) thereon plus (3) the cash amount (if any)to be paid to the Issuer in respect of such exchange by such Affiliate of theCollateral Manager, shall be equal to or greater than (B) the sum of (1) thePrincipal Balance of such Defaulted Security or Credit Risk Security sought tobe substituted plus (2) all accrued and unpaid interest (or, in the case of aPreferred Equity Security, all accrued and unpaid dividends or otherdistributions not attributable to the return of capital by its governingdocuments) thereon;

#### (ii)          the EligibilityCriteria and the Reinvestment Criteria shall be satisfied immediately aftersuch exchange; and

226

----

#### (iii)         the AggregatePrincipal Balance of the Defaulted Securities and Credit Risk Securities soexchanged shall not exceed 10% of the Aggregate Collateral Balance as of theClosing Date (such limitation, the “10% Limit”).

### (c)      Notwithstanding anything containedherein to the contrary, the Collateral Manager, on behalf of the Issuer, shall(at any time) be permitted to effect a sale of any Origination AgreementSecurity hereunder by selling (or causing the Trustee to sell) such OriginationAgreement Security to SLG (an “Origination Agreement Security Sale”) fora purchase price and upon such terms as determined in accordance with theOrigination Agreement.  Notwithstandinganything to the contrary set forth herein, no Advisory Committee consent shallbe required in connection with any such sales.

### (d)      After the Issuer hasnotified the Trustee of an Optional Redemption, a Clean-Up Call or a TaxRedemption in accordance with Section 9.1 or an Auction Call Redemptionin accordance with Section 9.2, the Collateral Manager on behalf of theIssuer acting pursuant to the Collateral Management Agreement may at any timedirect the Trustee in writing to sell, and the Trustee shall sell in the mannerdirected by the Collateral Manager in writing, any Collateral Debt Securitywithout regard to the foregoing limitations in Section 12.1(a); providedthat:

#### (i)           the Sale Proceedstherefrom must be used to pay certain expenses and redeem all of the Notes inwhole but not in part pursuant to Sections 9.1 and Section 9.2,and upon any such sale the Trustee shall release such Collateral Debt Securitypursuant to Section 10.13;

#### (ii)          the Issuer may notdirect the Trustee to sell (and the Trustee shall not be required to release) aCollateral Debt Security pursuant to this Section 12.1(d) unless:

##### (1)           the CollateralManager certifies to the Trustee that (x) in the Collateral Manager’s judgmentbased on calculations included in the certification (which shall include thesales prices of each of the Collateral Debt Securities), the Sale Proceeds fromthe sale of one or more of the Collateral Debt Securities and all Cash andproceeds from Eligible Investments will be at least equal to the TotalRedemption Price, and (y) an Independent bond pricing service (which shall beone or more broker-dealers selected by the Collateral Manager which are ratedat least “P-1” by Moody’s and at least “A-1+” by Standard & Poor’s andwhich make a market in the applicable Collateral Debt Securities) has confirmed(which confirmation may be in the form of a firm bid) the sales pricescontained in the certification in clause (x) above (and attaching a copy ofsuch confirmation); and

##### (2)           the Independentaccountants appointed by the Issuer pursuant to *Section 10.14*shall confirm in writing the calculations made in clause (1)(x) above.

#### (iii)         in connection withan Optional Redemption, an Auction Call Redemption, a Clean-up Call or a TaxRedemption, all the Collateral Debt Securities to be sold

227

----

#### pursuant tothis Section 12.1(d) must be sold in accordance with the requirementsset forth in Section 9.1(e) and Section 9.2, as applicable.

### (e)      In the event that anyCollateral Debt Security becomes the subject of a conversion, exchange,redemption or offer, whether voluntary or involuntary, the Issuer (or theCollateral Manager acting on behalf of the Issuer) shall take no action toacquire the asset or instrument into which such Collateral Debt Security isconvertible or exchangeable unless such asset or instrument would qualify as aSubstitute Collateral Debt Security.  In theevent of an involuntary exchange or conversion of a Collateral Debt Security,if the resulting asset or instrument would not qualify as a SubstituteCollateral Debt Security, the Issuer (or the Collateral Manager acting onbehalf of the Issuer) shall use its best efforts to sell such Collateral DebtSecurity prior to conversion or exchange and, in any event, shall refuse toaccept, and shall not acquire or hold, the asset or instrument offered inexchange.

### (f)       In the event that anyNotes remain Outstanding as of the Payment Date occurring six months prior tothe Stated Maturity of the Notes, the Collateral Manager will be required todetermine whether proceeds expected to be received on the Assets prior to theStated Maturity of the Notes will be sufficient to pay in full the principalamount of (and accrued interest on) the Notes on the Stated Maturity.  If the Collateral Manager determines, in itssole discretion, that such proceeds will not be sufficient to pay theoutstanding principal amount of and accrued interest on the Notes (a “Note Liquidation Event”)on the Stated Maturity of the Notes, the Issuer will, at the direction of theCollateral Manager, be obligated to liquidate the portion of Collateral DebtSecurities sufficient to pay the remaining principal amount of and interest onthe Notes on or before the Stated Maturity. The Collateral Debt Securities to be liquidated by the Issuer will beselected by the Collateral Manager.

## Section 12.2           Reinvestment Criteria and TradingRestrictions.

### (a)      Except as provided in Section12.3(c), during the Reinvestment Period, Unscheduled Principal Payments,Sale Proceeds and other Principal Proceeds will be reinvested in SubstituteCollateral Debt Securities (which shall be, and hereby are, Granted to theTrustee pursuant to the Granting Clause of this Agreement) only if theCollateral Manager has not been removed, or voted to be removed as a result ofthe occurrence of an act by the Collateral Manager or its affiliates thatconstitutes fraud or criminal activity in the performance of its obligationsunder the Collateral Management Agreement and, after giving effect to suchreinvestment, the following criteria (the “Reinvestment Criteria”) are satisfied, asevidenced by an Officer’s Certificate of the Issuer or the Collateral Managerdelivered to the Trustee, as of (i) the date of the irrevocable bindingcommitment to purchase such Substitute Collateral Debt Securities in the caseof the purchase of any CMBS Securities, REIT Debt Securities and CRE CDOSecurities and (ii) the date of purchase of such Substitute Collateral DebtSecurities in the case of the purchase of any other Specified Type ofCollateral Debt Securities:

#### (i)           the CollateralQuality Tests are satisfied, or, if any Collateral Quality Test was not satisfiedimmediately prior to such reinvestment, the extent of compliance with suchCollateral Quality Test will be maintained or improved following suchreinvestment, except as otherwise specified in the Reinvestment Criteria below;

228

----

#### (ii)          the Coverage Testsare satisfied, or, except with respect to Sale Proceeds in respect of DefaultedSecurities, if not satisfied, are maintained or improved; provided thatif any Par Value Test is not satisfied, the Issuer shall not effect suchreinvestment to the extent sufficient proceeds would not remain on deposit inthe Collection Accounts following such reinvestment to cause each of therelevant Par Value Test(s) to be satisfied following disbursements on thefollowing Payment Date in accordance with the Priority of Payments;

#### (iii)         if immediately priorto such investment the S&P CDO Monitor Test or the S&P Recovery Testwas not satisfied, such test result is maintained or improved after givingeffect to such reinvestment; and

#### (iv)        no Event of Defaulthas occurred and is continuing.

### (b)      Within ten (10) BusinessDays of purchasing each Substitute Collateral Debt Security, the CollateralManager shall deliver to each Rating Agency a comprehensive set of asset andunderwriting materials in form and substance acceptable to the Rating Agencies(the “Reinvestment Asset Information”) describing such SubstituteCollateral Debt Security. After receiving the Reinvestment Asset Information, aRating Agency may, in the case of S&P and Moody’s, provide an estimatedrating to the Collateral Manager necessary to confirm whether a Moody’sPost-Acquisition Compliance Test or an S&P Post-Acquisition Compliance Testfailure has occurred.

### (c)      Within 60 days of findinga Moody’s Post-Acquisition Compliance Test failure (a “Moody’sPost-Acquisition Failure”), the Collateral Manager shall use commerciallyreasonable efforts to come into compliance with the Moody’s Post-AcquisitionCompliance Test to the extent that the Collateral Manager believes it is in thebest interest of the Noteholders by (i) directing and assisting the Trustee tosell the Substitute Collateral Debt Security that caused the Moody’sPost-Acquisition Failure, at a price at least equal to the price paid by theIssuer for the Substitute Collateral Debt Security, plus any fees and expensesattributable to such sale, (ii) instructing and assisting the Trustee to sellany other Collateral Debt Securities (provided that the sale price must be at aprice at least equal to the price paid by the Issuer for the Collateral DebtSecurity, plus any fees and expenses attributable to such sale) and/or (iii)instructing and assisting the Trustee to purchase additional SubstituteCollateral Debt Securities (subject to the Reinvestment Criteria) thatultimately would result in satisfaction of the Moody’s Post-AcquisitionCompliance Test. Following a Moody’s Post-Acquisition Failure, until such timeas the Moody’s Post-Acquisition Compliance Test is satisfied, the CollateralManager may purchase a Substitute Collateral Debt Security only if it has a Moody’sRating; provided, however, if the Moody’s Post- Acquisition Compliance Test isnot satisfied within sixty (60) days of a finding of a Moody’s Post-AcquisitionFailure, each Collateral Debt Security acquired must have a Moody’s Ratinguntil such time as the Rating Agency Condition with respect to Moody’s has beensatisfied. Notwithstanding the foregoing, if the Moody’s Post-AcquisitionCompliance Test is not satisfied within 120 days of a finding of a Moody’sPost-Acquisition Failure, each Collateral Debt Security thereafter acquiredmust have a Moody’s Rating regardless of whether the Moody’s Post-AcquisitionCompliance Test is satisfied. In no circumstances following the failure to meeta Moody’s Post-Acquisition

229

----

### Compliance Test within 120 days of a finding of a Moody’sPost-Acquisition Failure may a Collateral Debt Security be acquired without aMoody’s Rating.

### (d)      Within 60 days of findingan S&P Post-Acquisition Compliance Test failure (an “S&PPost-Acquisition Failure”), the Collateral Manager may (i) direct andassist the Trustee in selling the Substitute Collateral Debt Security thatcaused the S&P Post-Acquisition Failure, (ii) instruct and assist theTrustee to sell any other Collateral Debt Securities and/or (iii) instruct andassist the Trustee to purchase additional Substitute Collateral Debt Securities(subject to the Reinvestment Criteria) that ultimately would result insatisfaction of the S&P Post-Acquisition Compliance Test. Until such timeas the S&P Post-Acquisition Compliance Test is satisfied, the CollateralManager may purchase a Substitute Collateral Debt Security only if it has anS&P Rating.  No more than 20% of theAggregate Collateral Balance as of the Closing Date can be purchased by theIssuer pending satisfaction of any of the Moody’s Post-Acquisition ComplianceTest and the S&P Post-Acquisition Compliance Test; provided that,solely with respect to Non-Core Property Types, no more than 5% of theAggregate Collateral Balance as of the Closing Date can be purchased by the Issuerpending satisfaction of the Moody’s Post-Acquisition Test.

### (e)      Notwithstanding theforegoing provisions, (i) Cash on deposit in the Collection Accounts may beinvested in Eligible Investments, pending investment in Substitute CollateralDebt Securities and (ii) if an Event of Default shall have occurred and becontinuing, no Substitute Collateral Debt Security may be acquired unless itwas the subject of a commitment entered into by the Issuer prior to theoccurrence of such Event of Default.

## Section 12.3           Conditions Applicable to allTransactions Involving Sale or Grant.

### (a)      Any transaction effectedafter the Closing Date under this Article 12 or Section 10.13shall be conducted in accordance with the requirements of the CollateralManagement Agreement; provided that, (1) the Collateral Manager shallnot direct the Trustee to acquire any Substitute Collateral Debt Security forinclusion in the Assets from the Collateral Manager or any of its Affiliates asprincipal or to sell any Collateral Debt Security from the Assets to theCollateral Manager or any of its Affiliates as principal unless the transactionis effected in accordance with the Collateral Management Agreement and (2) theCollateral Manager shall not direct the Trustee to acquire any Substitute CollateralDebt Security for inclusion in the Assets from any account or portfolio forwhich the Collateral Manager serves as investment adviser or direct the Trusteeto sell any Collateral Debt Security to any account or portfolio for which theCollateral Manager serves as investment adviser unless such transactions complywith the requirements of any applicable laws. The Trustee shall have no responsibility to oversee compliance with thisclause by the other parties.

### (b)      Upon any Grant pursuantto this Article 12, all of the Issuer’s right, title and interest to thePledged Obligation or Securities shall be Granted to the Trustee pursuant tothis Indenture, such Pledged Obligation or Securities shall be registered inthe name of the Trustee, and, if applicable, the Trustee shall receive suchPledged Collateral Debt Security or Securities. The Trustee shall also receive, not later than the date of delivery ofany Collateral Debt Security delivered after the Closing Date, an Officer’sCertificate of the Collateral Manager certifying that, as of the date of suchGrant, such Grant complies with the applicable

230

----

### conditions of and is permitted by this Article 12 (and settingforth, to the extent appropriate, calculations in reasonable detail necessaryto determine such compliance).

### (c)      Notwithstanding anythingcontained in this Article 12 to the contrary, the Issuer shall, subjectto this Section 12.3(c), have the right to effect any transaction whichhas been consented to (i) by the Holders of Notes evidencing 100% of theAggregate Outstanding Amount of each and every Class of Notes (or if there areno Notes Outstanding, 100% of the Preferred Shares) and (ii) each HedgeCounterparty, and of which each Rating Agency has been notified.

## Section 12.4           Sale of Collateral Debt Securitieswith respect to an Auction Call Redemption.

### (a)      Pre-Auction Process.

#### (i)           Each Auction willoccur on the Business Day that is at least 13 Business Days prior to theproposed Auction Call Redemption Date (such date, the “Auction Date”).

#### (ii)          The CollateralManager will initiate the Auction Procedures at least 24 Business Days beforethe proposed Auction Call Redemption Date by: (a) preparing a list ofCollateral Debt Securities (including CUSIP Number, if any, par amount andissuer name for each Collateral Debt Security); (b) deriving a list of not lessthan three qualified bidders (the “Listed Bidders”) and requesting from each ListedBidder bids by the applicable Auction Date; and (c) notifying the Trustee ofthe list of Listed Bidders (the “List”).

#### (iii)         The CollateralManager will deliver a general solicitation package to the Listed Biddersconsisting of: (a) a form of a purchase agreement (“Auction Purchase Agreement”) provided to theTrustee by the Collateral Manager (which shall provide that (I) uponsatisfaction of all conditions precedent therein, the purchaser is irrevocablyobligated to purchase, and the Issuer is irrevocably obligated to sell, theCollateral Debt Securities on the date and on the terms stated therein, (II)each bidder may tender a separate bid for one or more Collateral DebtSecurities in an Auction, (III) if the Collateral Debt Securities are to besold to different bidders, that the consummation of the purchase of allCollateral Debt Securities must occur simultaneously and that the closing ofeach purchase is conditional on the closing of the other purchases, (IV) if forany reason whatsoever the Trustee has not received, by a specified Business Day(which shall be more than ten Business Days before the proposed Auction CallRedemption Date), payment in full in immediately available funds of thepurchase price for all Collateral Debt Securities, the obligations of theparties shall terminate and the Issuer shall have no obligation or liabilitywhatsoever and (V) any prospective purchasers will be subject to the “limitedrecourse” and “non-petition” provisions set forth in this Indenture), (b) theminimum aggregate Cash purchase price (which shall be determined by theCollateral Manager as the Total Redemption Price less the balance of allEligible Investments and Cash on deposit in the Collection Accounts, thePayment Account, the Delayed Funding Obligations Account, each HedgeTermination Account and the

231

----

#### ExpenseAccount; (c) the list of Collateral Debt Securities; (d) a formal bid sheet(which will permit a bidder to bid for all of the Collateral Debt Securities orseparately for any one or more (but not all) Collateral Debt Securities andwill include a representation from the bidder that it is eligible to purchase allof the Collateral Debt Securities or any one or more (but not all) CollateralDebt Securities) to be provided to the Trustee by the Collateral Manager; (e) adetailed timetable; and (f) copies of all transfer documents provided to theTrustee by the Collateral Manager (including transfer certificates andsubscription agreements which a bidder must execute pursuant to the underlyinginstruments and a list of the requirements which the bidder must satisfy underthe underlying instruments (i.e., QIB status, Qualified Purchaser status,etc.)).

#### (iv)        The Collateral Managerwill send solicitation packages to all Listed Bidders on the List at leasttwenty (20) Business Days before the proposed Auction Call Redemption Date. TheListed Bidders will be required to submit any due diligence questions (orcomments on the draft purchase agreement) in writing to the Collateral Managerby a date specified in the solicitation package. The Collateral Manager will berequired to answer all reasonable and relevant questions by the date specifiedin the solicitation package and the Collateral Manager will distribute thequestions and answers and the revised final Auction Purchase Agreement to allListed Bidders (with a copy to the Issuer and the Trustee).

### (b)      Auction Process.

#### (i)           Wells Fargo Bank,National Association or its Affiliates may, but shall not be required to, bidat the Auction.  The Collateral Managerand its Affiliates may bid in the Auction if the Collateral Manager deems suchbidding to be appropriate but is not required to do so.

#### (ii)          On the secondBusiness Day prior to the Auction Date (the “Auction Bid Date”), all bids will be due byfacsimile at the offices of the Trustee by 11:00 a.m. New York City time, withthe winning bidder or bidders to be notified by 2:00 p.m. New York Citytime.  All bids from Listed Bidders onthe List will be due on the bid sheet contained in the solicitation package.Each bid shall be for the purchase and delivery to one purchaser (i) of all (butnot less than all) of the Collateral Debt Securities or (ii) of one or more(but not all) of the Collateral Debt Securities.

#### (iii)         Unless the Trusteereceives (A) at least one bid from a Listed Bidder to purchase all of theCollateral Debt Securities or (B) receives bids from one or more Listed Bidders(to purchase one or more (but not all) Collateral Debt Securities) for allCollateral Debt Securities in the aggregate, the Trustee will decline toconsummate the sale.

#### (iv)        Subject to clause(iii) above, with the advice of the Collateral Manager, the Trustee shallselect the bid or bids which result in the Highest Auction Price from one ormore Listed Bidders (in excess of the specified minimum purchase price). “HighestAuction Price” means the higher of (i) the highest price bid by any Listed Bidderfor all of the Collateral Debt Securities or (ii) the sum of the highest pricesbid by one or more

232

----

#### Listed Bidders(for one or more (but not all) Collateral Debt Securities) for all CollateralDebt Securities in the aggregate. In each case, the price bid by a ListedBidder will be the dollar amount which the Collateral Manager certifies to theTrustee based on the Collateral Manager’s review of the bids, whichcertification shall be binding and conclusive.

#### (v)         Upon notification tothe winning bidder or bidders, the winning bidder (or, if the Highest AuctionPrice requires the sale of the Collateral Debt Securities to more than onebidder, each winning bidder) will be required to deliver to the Trustee asigned counterpart of the Auction Purchase Agreement no later than 4:00 p.m.New York City time on the Auction Date. The winning bidder (or, if the HighestAuction Price requires the sale of the Collateral Debt Securities to more thanone bidder, each winning bidder) will make payment in full of the purchaseprice on the Business Day (the “AuctionPurchase Closing Date”) specified in the general solicitationpackage (which will be no later than ten Business Days prior to the proposedAuction Call Redemption Date). If a winning bidder so requests, the Trustee andthe Issuer will enter into a bailee letter in the form agreed upon by theTrustee and the Collateral Manager to this Indenture (a “Bailee Letter”) witheach winning bidder and its designated bank (which bank will be subject toapproval by the Issuer or the Collateral Manager on behalf of the Issuer); providedthat such bank enters into an account control agreement with the Trustee andthe Issuer and has a long term debt rating of at least “BBB+” by Standard &Poor’s and (if rated by Fitch) at least “BBB+” by Fitch and (if rated by Moody’s)at least “A2” by Moody’s. If the above requirements are satisfied, the Trusteewill deliver the Collateral Debt Securities (to be sold to such bidder)pursuant thereto to the bailee bank at least one Business Day prior to theclosing on the sale of the Collateral Debt Securities and accept payment of thepurchase price pursuant thereto. If payment in full of the purchase price isnot made by the Auction Purchase Closing Date for any reason whatsoever (or, ifthe Collateral Debt Securities are to be sold to more than one bidder, if anybidder fails to make payment in full of the purchase price by the AuctionPurchase Closing Date for any reason whatsoever), the Issuer will decline toconsummate the sale of all Collateral Debt Securities, the Trustee and theIssuer will direct the bailee bank to return the Collateral Debt Securities tothe Trustee, and (if notice of redemption has been given by the Trustee) theTrustee will give notice (in accordance with the terms of this Indenture) thatthe Auction Call Redemption will not occur.

#### (vi)        Notwithstanding theforegoing, but subject to the satisfaction of the conditions set forth in Section9.2(b), the Collateral Manager and/or any of its Affiliates, although itmay not have been the highest bidder, will have the option to purchase any oneor more Collateral Debt Securities for a purchase price equal to the highestbid therefor.

### (c)      Notwithstanding anythingto the contrary set forth in this Section 12.4, but subject to the satisfactionof the conditions set forth in Section 9.2(b) and the consummation ofthe Auction Call Redemption, at the election of the Collateral Manager, in lieuof initiating or conducting any Auction, the Collateral Manager and/or any ofits Affiliates will have the option to purchase all of the Collateral DebtSecurities that would otherwise be subject to such Auction for a price equal tothe Total Auction Call Redemption Price. Such purchase of

233

----

### Collateral Debt Securities by the Collateral Manager or its Affiliatespursuant to this Section 12.4(c) will be deemed to be a SuccessfulAuction pursuant to this Indenture.

## Section 12.5           Modifications to CollateralQuality Tests or Coverage Tests.

In the event any of theRating Agencies modifies the definitions or calculations relating to (i) themethod of calculating any of its respective Collateral Quality Tests (a “CollateralQuality Test Modification”), (ii) any of the Coverage Tests (a “CoverageTest Modification”) or (iii) its requirements for pro rata “specialamortizations” (a “Pro Rata Special Amortization Modification”), ineither case in order to correspond with published changes in the guidelines,methodology or standards established by such Rating Agency, the Issuer may, butis under no obligation solely as a result of this Section 12.5 to,incorporate corresponding changes into this Indenture by an amendment heretowithout the consent of the Holders of the Notes (except as provided below) (butwith written notice to the Noteholders) or the Preferred Shares if (x)(1) inthe case of a Collateral Quality Test Modification, the Rating Agency Conditionis satisfied with respect to the Rating Agency that made such modification or(2) in the case of a Coverage Test Modification or a Pro Rata Special AmortizationModification, the Rating Agency Condition is satisfied with respect to eachRating Agency then rating the Notes and (y) written notice of such modificationis delivered by the Collateral Manager to the Trustee and to the Holders of theNotes and Preferred Shares (which notice may be included in the next regularlyscheduled report to Noteholders).  Anysuch Collateral Quality Test Modification, Coverage Test Modification or Pro Rata Special AmortizationModification, as the case may be, shall be effected without execution of asupplemental indenture; provided, however, that such amendmentshall be (i) evidenced by a written instrument executed and delivered by eachof the Co-Issuers and the Collateral Manager and delivered to the Trustee, (ii)accompanied by delivery by the Issuer to the Trustee of (A) an Officer’sCertificate of the Issuer certifying that such amendment has been made pursuantto and in compliance with this Section 12.5 and (B) if requested by theTrustee, an Opinion of Counsel stating that such amendment is authorized orpermitted by this Section 12.5 and that all applicable conditionsprecedent under this Section 12.5 have been satisfied, on which suchOfficer’s Certificate or such Officer’s Certificate and Opinion of Counsel, asthe case may be, the Trustee shall be entitled to rely.  Notwithstanding the foregoing, so long as theClass A-1 Notes are the Controlling Class, the Issuer shall not make any suchchange without obtaining the consent of a Majority of the Class A-1 Notes (suchconsent not to be unreasonably withheld); provided that, if the Holdersof the Class A-1 Notes do not object to such change within seven (7) days afternotice thereof if given, such Holders will be deemed to have consented to suchchange.  Notwithstanding the foregoing,any such amendment reasonably determined by the Trustee to be unduly burdensometo the Trustee, shall not take effect without the Trustee’s express writtenconsent.

234

----

**ARTICLE13**

# **NOTEHOLDERS’RELATIONS**

## Section 13.1           Subordination.

### (a)      Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class A-2 Notes, the Class B Notes, the Class C Notes, the ClassD Notes, the Class E Notes, the Class F Notes, the Class G Notes, the Class HNotes, the Class J Notes and the Class K Notes agree for the benefit of theHolders of the Class A-1 Notes each Hedge Counterparty that the Class A-2Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes, the Class H Notes, the Class JNotes and the Class K Notes, and the Issuer’s rights in and to the Assets (the “ClassA-2 Subordinate Interests”) shall be subordinate and junior to the ClassA-1 Notes to the extent and in the manner set forth in this Indenture includingas set forth in Section 11.1(a) and hereinafter provided.  If any Event of Default has not been cured orwaived and acceleration occurs in accordance with Article 5, includingas a result of an Event of Default specified in Section 5.1(f) or 5.1(g),the Class A-1 Notes shall be paid in full before any further payment ordistribution is made on account of the Class A-2 Subordinate Interests.  The Holders of the Class A-2 Notes, the ClassB Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes, the Class H Notes, the Class J Notes and the Class KNotes agree, for the benefit of the Holders of the Class A-1 Notes, each HedgeCounterparty, not to cause the filing of a petition in bankruptcy against the Issuerfor failure to pay to them amounts due under the Class A-2 Notes, the Class BNotes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes, the Class H Notes, the Class J Notes and the Class KNotes hereunder until the payment in full of the Class A-1 Notes and not beforeone year and one day, or, if longer, the applicable preference period then ineffect, has elapsed since such payment.

### (b)      Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes, the Class H Notes, the Class JNotes and the Class K Notes agree for the benefit of the Holders of the Class A-1Notes and the Class A-2 Notes and each Hedge Counterparty that the Class BNotes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes, the Class H Notes, the Class J Notes and the Class KNotes and the Issuer’s rights in and to the Assets (the “Class B Subordinate Interests”)shall be subordinate and junior to the Class A-1 Notes and the Class A-2 Notesto the extent and in the manner set forth in this Indenture including as setforth in Section 11.1(a) and hereinafter provided.  If any Event of Default has not been cured orwaived and acceleration occurs in accordance with Article 5, includingas a result of an Event of Default specified in Section 5.1(f) or 5.1(g),the Class A-1 Notes and the Class A-2 Notes shall be paid in full before anyfurther payment or distribution is made on account of the Class B SubordinateInterests.  The Holders of the Class BNotes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes, the Class H Notes, the Class J Notes and the Class KNotes agree, for the benefit of the Holders of the Class A-1 Notes and

235

----

### the Class A-2 Notes and each Hedge Counterparty, not to cause thefiling of a petition in bankruptcy against the Issuer for failure to pay tothem amounts due under the Class B Notes, the Class C Notes, the Class D Notes,the Class E Notes, the Class F Notes, the Class G Notes, the Class H Notes, theClass J Notes and the Class K Notes hereunder until the payment in full of theClass A-1 Notes and the Class A-2 Notes and not before one year and one day,or, if longer, the applicable preference period then in effect, has elapsedsince such payment.

### (c)      Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and the Holdersof the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes,the Class G Notes, the Class H Notes, the Class J Notes and the Class K Notesagree for the benefit of the Holders of the Class A-1 Notes, the Class A-2Notes, the Class B Notes and each Hedge Counterparty that the Class C Notes,the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes, theClass H Notes, the Class J Notes and the Class K Notes and the Issuer’s rightsin and to the Assets (the “Class CSubordinate Interests”) shall be subordinate and junior tothe Class A-1 Notes, the Class A-2 Notes and the Class B Notes to the extentand in the manner set forth in this Indenture including as set forth in Section11.1(a) and hereinafter provided.  Ifany Event of Default has not been cured or waived and acceleration occurs inaccordance with Article 5, including as a result of an Event of Defaultspecified in Section 5.1(f) or 5.1(g), the Class A-1 Notes, theClass A-2 Notes and the Class B Notes shall be paid in full before any furtherpayment or distribution is made on account of the Class C SubordinateInterests.  The Holders of the Class CNotes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes,the Class H Notes, the Class J Notes and the Class K Notes agree, for thebenefit of the Holders of the Class A-1 Notes, the Class A-2 Notes and theClass B Notes and each Hedge Counterparty, not to cause the filing of apetition in bankruptcy against the Issuer for failure to pay to them amountsdue under the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes, the Class H Notes, the Class J Notes and the Class KNotes hereunder until the payment in full of the Class A-1 Notes, the Class A-2Notes and the Class B Notes and not before one year and one day, or, if longer,the applicable preference period then in effect, has elapsed since suchpayment.

### (d)      Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class D Notes, the Class E Notes, the Class F Notes, the Class GNotes, the Class H Notes, the Class J Notes and the Class K Notes agree for thebenefit of the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class BNotes, the Class C Notes and each Hedge Counterparty that the Class D Notes,the Class E Notes, the Class F Notes, the Class G Notes, the Class H Notes, theClass J Notes and the Class K Notes and the Issuer’s rights in and to theAssets (the “Class D SubordinateInterests”) shall be subordinate and junior to the Class A-1Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes to theextent and in the manner set forth in this Indenture including as set forth in Section11.1(a) and hereinafter provided.  Ifany Event of Default has not been cured or waived and acceleration occurs inaccordance with Article 5, including as a result of an Event of Defaultspecified in Section 5.1(f) or 5.1(g), the Class A-1 Notes, theClass A-2 Notes, the Class B Notes and the Class C Notes shall be paid in fullbefore any further payment or distribution is made on account of the Class DSubordinate Interests.  The Holders ofthe Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes, theClass H Notes, the Class J Notes and the Class K Notes agree, for the benefitof the Holders of the Class A-1 Notes, the

236

----

### Class A-2 Notes, the Class B Notes, and the Class C Notes and eachHedge Counterparty, not to cause the filing of a petition in bankruptcy againstthe Issuer for failure to pay to them amounts due under the Class D Notes, theClass E Notes, the Class F Notes, the Class G Notes, the Class H Notes, theClass J Notes and the Class K Notes hereunder until the payment in full of theClass A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notesand not before one year and one day, or, if longer, the applicable preferenceperiod then in effect, has elapsed since such payment.

### (e)      Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class E Notes, the Class F Notes, the Class G Notes, the Class HNotes, the Class J Notes and the Class K Notes agree for the benefit of theHolders of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes and the Class D Notes and each Hedge Counterparty that the ClassE Notes, the Class F Notes, the Class G Notes, the Class H Notes, the Class JNotes, the Class K Notes and the Issuer’s rights in and to the Assets (the “ClassE Subordinate Interests”) shall be subordinate and junior to the Class A-1Notes, the Class A-2 Notes, the Class C Notes and the Class D Notes to theextent and in the manner set forth in this Indenture including as set forth in Section11.1(a) and hereinafter provided.  Ifany Event of Default has not been cured or waived and acceleration occurs inaccordance with Article 5, including as a result of an Event of Defaultspecified in Section 5.1(f) or 5.1(g), the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, and the Class D Notesshall be paid in full before any further payment or distribution is made onaccount of the Class E Subordinate Interests. The Holders of the Class E Notes, the Class F Notes, the Class G Notes,the Class H Notes, the Class J Notes and the Class K Notes agree, for thebenefit of the Holders of the Class A-1 Notes, the Class A-2 Notes, the Class BNotes, the Class C Notes and the Class D Notes and each Hedge Counterparty, notto cause the filing of a petition in bankruptcy against the Issuer for failureto pay to them amounts due under the Class E Notes, the Class F Notes, theClass G Notes, the Class H Notes, the Class J Notes and the Class K Noteshereunder until the payment in full of the Class A-1 Notes, the Class A-2Notes, the Class B Notes, the Class C Notes and the Class D Notes and notbefore one year and one day, or, if longer, the applicable preference period ineffect, has elapsed since such payment.

### (f)       Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class F Notes, the Class G Notes, the Class H Notes, the Class JNotes and the Class K Notes agree for the benefit of the Holders of the ClassA-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the ClassD Notes, the Class E Notes and each Hedge Counterparty that the Class F Notes,the Class G Notes, the Class H Notes, the Class J Notes and the Class K Notesand the Issuer’s rights in and to the Assets (the “Class F SubordinateInterests”) shall be subordinate and junior to the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes andthe Class E Notes to the extent and in the manner set forth in this Indentureincluding as set forth in Section 11.1(a) and hereinafter provided.  If any Event of Default has not been cured orwaived and acceleration occurs in accordance with Article 5, includingas a result of an Event of Default specified in Section 5.1(f) or 5.1(g),the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes,the Class D Notes and the Class E Notes shall be paid in full before anyfurther payment or distribution is made on account of the Class F SubordinateInterests.  The Holders of the Class F Notes,the Class G Notes, the Class H Notes, the Class J

237

----

### Notes and the Class K Notes agree, for the benefit of the Holders ofthe Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes,the Class D Notes, the Class E Notes and each Hedge Counterparty, not to causethe filing of a petition in bankruptcy against the Issuer for failure to pay tothem amounts due under the Class F Notes, the Class G Notes, the Class H Notes,the Class J Notes and the Class K Notes hereunder until the payment in full ofthe Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes,the Class D Notes and the Class E Notes and not before one year and one day,or, if longer, the applicable preference period then in effect, has elapsedsince such payment.

### (g)      Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class G Notes, the Class H Notes, the Class J Notes and theClass K Notes agree for the benefit of the Holders of the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, theClass E Notes, the Class F Notes and each Hedge Counterparty that the Class GNotes, the Class H Notes, the Class J Notes and the Class K Notes and theIssuer’s rights in and to the Assets (the “Class G Subordinate Interests”)shall be subordinate and junior to the Class A-1 Notes, the Class A-2 Notes,the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes andthe Class F Notes to the extent and in the manner set forth in this Indentureincluding as set forth in Section 11.1(a) and hereinafter provided.  If any Event of Default has not been cured orwaived and acceleration occurs in accordance with Article 5, includingas a result of an Event of Default specified in Section 5.1(f) or 5.1(g),the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes,the Class D Notes, the Class E Notes and the Class F Notes shall be paid infull before any further payment or distribution is made on account of the ClassG Subordinate Interests.  The Holders ofthe Class G Notes, the Class H Notes, the Class J Notes and the Class K Notesagree, for the benefit of the Holders of the Class A-1 Notes, the Class A-2Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes and the Class F Notes and each Hedge Counterparty, not to cause thefiling of a petition in bankruptcy against the Issuer for failure to pay tothem amounts due under the Class G Notes, the Class H Notes, the Class J Notesand the Class K Notes hereunder until the payment in full of the Class A-1Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class DNotes, the Class E Notes and the Class F Notes and not before one year and oneday, or, if longer, the applicable preference period then in effect, haselapsed since such payment.

### (h)      Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class H Notes, the Class J Notes and the Class K Notes agree forthe benefit of the Holders of the Class A-1 Notes, the Class A-2 Notes, theClass B Notes, the Class C Notes, the Class D Notes, the Class E Notes, theClass F Notes, the Class G Notes and each Hedge Counterparty that the Class HNotes, the Class J Notes and the Class K Notes and the Issuer’s rights in andto the Assets (the “Class H Subordinate Interests”) shall be subordinateand junior to the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes, the Class D Notes, the Class E Notes, the Class F Notes and theClass G Notes to the extent and in the manner set forth in this Indentureincluding as set forth in Section 11.1(a) and hereinafter provided.  If any Event of Default has not been cured orwaived and acceleration occurs in accordance with Article 5, includingas a result of an Event of Default specified in Section 5.1(f) or 5.1(g),the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes,the Class D Notes, the Class E Notes, the Class F Notes and the Class G Notesshall be paid in full before any further payment or distribution is made on

238

----

### account of the Class H Subordinate Interests.  The Holders of the Class H Notes, the Class JNotes and the Class K Notes agree, for the benefit of the Holders of the ClassA-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the ClassD Notes, the Class E Notes, the Class F Notes and the Class G Notes and eachHedge Counterparty, not to cause the filing of a petition in bankruptcy againstthe Issuer for failure to pay to them amounts due under the Class H Notes, theClass J Notes and the Class K Notes hereunder until the payment in full of theClass A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, theClass D Notes, the Class E Notes, the Class F Notes and the Class G Notes and notbefore one year and one day, or if longer, the applicable preference periodthen in effect, has elapsed since such payment.

### (i)       Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class J Notes and the Class K Notes agree for the benefit of theHolders of the Class A -1 Notes, the Class A-2 Notes, the Class B Notes, theClass C Notes, the Class D Notes, the Class E Notes, the Class F Notes, theClass G Notes, the Class H Notes and each Hedge Counterparty that the Class JNotes and the Class K Notes and the Issuer’s rights in and to the Assets (the “Class J Subordinate Interests”)shall be subordinate and junior to the Class A-1 Notes, the Class A-2 Notes,the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, theClass F Notes, the Class G Notes and the Class H Notes to the extent and in themanner set forth in this Indenture including as set forth in Section 11.1(a)and hereinafter provided.  If any Eventof Default has not been cured or waived and acceleration occurs in accordancewith Article 5, including as a result of an Event of Default specifiedin Section 5.1(f) or 5.1(g), the Class A-1 Notes, the Class A-2Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes and the Class H Notes shall be paidin full before any further payment or distribution is made on account of theClass J Subordinate Interests.  TheHolders of the Class J Notes and the Class K Notes agree, for the benefit ofthe Holders of the Class A-1 Notes and the Class A-2 Notes, the Class B Notes,the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, theClass G Notes and the Class H Notes and each Hedge Counterparty, not to causethe filing of a petition in bankruptcy against the Issuer for failure to pay tothem amounts due under the Class J Notes and the Class K Notes hereunder untilthe payment in full of the Class A-1 Notes and the Class A-2 Notes, the Class BNotes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes and the Class H Notes and not before one year and oneday, or if longer, the applicable preference period then in effect, has elapsedsince such payment.

### (j)       Anything in thisIndenture or the Notes to the contrary notwithstanding, the Issuer and theHolders of the Class K Notes agree for the benefit of the Holders of the ClassA-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the ClassD Notes, the Class E Notes, the Class F Notes, the Class G Notes, the Class HNotes and the Class J Notes and each Hedge Counterparty that the Class K Notesand the Issuer’s rights in and to the Assets (the “Class K Subordinate Interests”) shall besubordinate and junior to the Class A-1 Notes, the Class A-2 Notes, the Class BNotes, the Class C Notes, the Class D Notes, the Class E Notes, the Class FNotes, the Class G Notes, the Class H Notes and the Class J Notes to the extentand in the manner set forth in this Indenture including as set forth in Section11.1(a) and hereinafter provided.  Ifany Event of Default has not been cured or waived and acceleration occurs inaccordance with Article 5, including as a result of an Event

239

----

### of Default specified in Section 5.1(f) or 5.1(g), theClass A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, theClass D Notes, the Class E Notes, the Class F Notes, the Class G Notes, theClass H Notes and the Class J Notes shall be paid in full before any furtherpayment or distribution is made on account of the Class J SubordinateInterests.  The Holders of the Class KNotes agree, for the benefit of the Holders of the Class A -1 Notes, the ClassA-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes, the Class H Notes and the Class JNotes and each Hedge Counterparty, not to cause the filing of a petition inbankruptcy against the Issuer for failure to pay to them amounts due under theClass K Notes hereunder until the payment in full of the Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, theClass E Notes, the Class F Notes, the Class G Notes, the Class H Notes and theClass J Notes and not before one year and one day, or if longer, the applicablepreference period then in effect, has elapsed since such payment.

### (k)      In the event thatnotwithstanding the provisions of this Indenture, any holder of any SubordinateInterests shall have received any payment or distribution in respect of suchSubordinate Interests contrary to the provisions of this Indenture, then,unless and until the Class A-1 Notes, the Class A-2 Notes, the Class B Notes,the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, theClass G Notes, the Class H Notes, the Class J Notes and the Class K Notes, asthe case may be, shall have been paid in full in accordance with thisIndenture, such payment or distribution shall be received and held in trust forthe 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 Class A-1 Notes, theClass A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, theClass E Notes, the Class F Notes, the Class G Notes, the Class H Notes, theClass J Notes and the Class K Notes, as the case may be, in accordance withthis Indenture.

### (l)       Each Holder ofSubordinate Interests agrees with all Holders of the Class A-1 Notes, the ClassA-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes, the Class H Notes, the Class JNotes and the Class K Notes, as the case may be, that such Holder ofSubordinate Interests shall not demand, accept, or receive any payment ordistribution in respect of such Subordinate Interests in violation of theprovisions of this Indenture including this Section 13.1; provided*,*however, that after the Class A-1 Notes, the ClassA-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class ENotes, the Class F Notes, the Class G Notes, the Class H Notes, the Class JNotes and the Class K Notes, as the case may be, have been paid in full, theHolders of Subordinate Interests shall be fully subrogated to the rights of theHolders of the Class A Notes, the Class B Notes, the Class C Notes, the Class DNotes, the Class E Notes, the Class E Notes, the Class F Notes, the Class GNotes, the Class H Notes, the Class J Notes and the Class K Notes, as the casemay be.  Nothing in this Section 13.1shall affect the obligation of the Issuer to pay Holders of SubordinateInterests.

## Section 13.2           Standard of Conduct.

In exercising any of itsor their voting rights, rights to direct and consent or any other rights as aSecurityholder under this Indenture, subject to the terms and conditions ofthis Indenture, including, without limitation, Section 5.9, aSecurityholder or Securityholders shall

240

----

not have any obligation or duty to any Person or toconsider or take into account the interests of any Person and shall not beliable to any Person for any action taken by it or them or at its or theirdirection or any failure by it or them to act or to direct that an action betaken, without regard to whether such action or inaction benefits or adverselyaffects any Securityholder, the Issuer, or any other Person, except for anyliability to which such Securityholder may be subject to the extent the sameresults from such Securityholder’s taking or directing an action, or failing totake or direct an action, in bad faith or in violation of the express terms ofthis Indenture.

241

----

**ARTICLE14**

# **MISCELLANEOUS**

## Section 14.1           Form of Documents Delivered to theTrustee.

In any case where severalmatters are required to be certified by, or covered by an opinion of, anyspecified Person, it is not necessary that all such matters be certified by, orcovered by the opinion of, only one such Person, or that they be so certifiedor covered by only one document, but one such Person may certify or give anopinion with respect to some matters and one or more other such Persons as toother matters, and any such Person may certify or give an opinion as to suchmatters in one or several documents.

Any certificate oropinion of an Authorized Officer of the Issuer or the Co-Issuer may be based,insofar as it relates to legal matters, upon a certificate or opinion of, orrepresentations by, counsel, unless such Authorized Officer knows, or in theexercise of reasonable care should know, that the certificate or opinion or representationswith respect to the matters upon which his certificate or opinion is based areerroneous.  Any such certificate of anAuthorized Officer of the Issuer or the Co-Issuer or Opinion of Counsel may bebased, insofar as it relates to factual matters, upon a certificate or opinionof, or representations by, the Issuer, the Co-Issuer, the Collateral Manager orany other Person, stating that the information with respect to such factualmatters is in the possession of the Issuer, the Co-Issuer, the CollateralManager or such other Person, unless such Authorized Officer of the Issuer orthe Co-Issuer or such counsel knows that the certificate or opinion orrepresentations 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, orrepresentations by, an Authorized Officer of the Issuer or the Co-Issuer,stating that the information with respect to such matters is in the possessionof the Issuer or the Co-Issuer, unless such counsel knows that the certificateor opinion or representations with respect to such matters are erroneous.

Where any Person isrequired 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 thisIndenture it is provided that the absence of the occurrence and continuation ofa Default or Event of Default is a condition precedent to the taking of anyaction by the Trustee at the request or direction of the Issuer or theCo-Issuer, then notwithstanding that the satisfaction of such condition is acondition precedent to the Issuer’s or the Co-Issuer’s rights to make suchrequest or direction, the Trustee shall be protected in acting in accordancewith such request or direction if it does not have knowledge of the occurrenceand continuation of such Default or Event of Default as provided in Section6.1(e).

242

----

Section 14.2           Acts ofSecurityholders.

### (a)      Any request, demand,authorization, direction, notice, consent, waiver or other action provided bythis Indenture to be given or taken by Securityholders may be embodied in andevidenced by one or more instruments of substantially similar tenor signed bysuch Securityholders in person or by an agent duly appointed in writing; and,except as herein otherwise expressly provided, such action shall becomeeffective when such instrument or instruments are delivered to the Trustee, and,where it is hereby expressly required, to the Issuer and/or the Co-Issuer.  Such instrument or instruments (and theaction or actions embodied therein and evidenced thereby) are herein sometimesreferred to as the “Act” of the Securityholders signing such instrument orinstruments.  Proof of execution of anysuch instrument or of a writing appointing any such agent shall be sufficientfor any purpose of this Indenture and conclusive in favor of the Trustee, theIssuer and the Co-Issuer, if made in the manner provided in this Section14.2.

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

### (c)      The principal amount andregistered numbers of Notes held by any Person, and the date of his holding thesame, shall be proved by the Notes Register. The Notional Amount and registered numbers of the Preferred Shares heldby any Person, and the date of his holding the same, shall be proved by theregister maintained with respect to the Preferred Shares.

### (d)      Any request, demand,authorization, direction, notice, consent, waiver or other action by theSecurityholder shall bind such Securityholder (and any transferee thereof) ofsuch Security and of every Security issued upon the registration thereof or inexchange therefor or in lieu thereof, in respect of anything done, omitted orsuffered to be done by the Trustee, the Preferred Shares Paying Agent, theShare Registrar, the Issuer or the Co-Issuer in reliance thereon, whether ornot notation of such action is made upon such Security.

## Section 14.3           Notices, etc., to the Trustee, theIssuer, the Co-Issuer, the Collateral Manager, the Initial Purchasers, eachHedge Counterparty and each Rating Agency.

Any request, demand, authorization,direction, notice, consent, waiver or Act of Securityholders or other documentsprovided or permitted by this Indenture to be made upon, given or furnished to,or filed with:

### (a)      the Trustee by anySecurityholder or by the Issuer or the Co-Issuer shall be sufficient for everypurpose hereunder if made, given, furnished or filed in writing to and mailed,by certified mail, return receipt requested, hand delivered, sent by overnightcourier service guaranteeing next day delivery or by facsimile in legible form,to the Trustee addressed to it at P.O. Box 98, Columbia, Maryland 21046,Attention:  CDO Trust Services Group –Gramercy Real Estate CDO 2006-1, facsimile number:  (410) 715-3748, with a copy to its CorporateTrust Office, or at any other address previously furnished in writing to theIssuer, the Co-Issuer or Securityholders by the Trustee;

243

----

### (b)      the Issuer by the Trusteeor by any Securityholder shall be sufficient for every purpose hereunder(unless otherwise herein expressly provided) if in writing and mailed, firstclass postage prepaid, hand delivered, sent by overnight courier service or byfacsimile in legible form, to the Issuer addressed to it c/o Gramercy RealEstate CDO 2006-1, Ltd. at c/o Maples Finance Limited, P.O. Box 1093GT, QueensgateHouse, South Church Street, George Town, Grand Cayman, Cayman Islands,facsimile number:  345-945-7100,Attention:  The Directors, or at anyother address previously furnished in writing to the Trustee by the Issuer,with a copy to the Collateral Manager at its address set forth below;

### (c)      the Co-Issuer by theTrustee or by any Securityholder shall be sufficient for every purposehereunder (unless otherwise herein expressly provided) if in writing andmailed, first class postage prepaid, hand delivered, sent by overnight courierservice or by facsimile in legible form, to the Co-Issuer addressed to it inc/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover,Delaware 19904, facsimile number:  (609)716-0820, or at any other address previously furnished in writing to theTrustee by the Co-Issuer, with a copy to the Collateral Manager at its addressset forth below;

### (d)      the Preferred SharesPaying Agent shall be sufficient for every purpose hereunder if made, given,furnished or filed in writing to and mailed, by certified mail, return receiptrequested, hand delivered, sent by overnight courier service guaranteeing nextday delivery or by facsimile in legible form, to the Preferred Shares PayingAgent addressed to it at P.O. Box 98, Columbia, Maryland 21046, Attention:  CDO Trust Services Group – Gramercy RealEstate CDO 2006-1, facsimile number: (410) 715-3748, or at any other address previously furnished in writingby the Trustee;

### (e)      the Collateral Manager bythe Issuer, the Co-Issuer or the Trustee shall be sufficient for every purposehereunder if in writing and mailed, first class postage prepaid, handdelivered, sent by overnight courier service or by facsimile in legible form,to the Collateral Manager addressed to it at GKK Manager LLC, 420 LexingtonAvenue, 19th Floor, New York, New York 10170, Attention:  Marc Holliday and Andrew Levine, facsimilenumber:  (212) 216-1785, or at any otheraddress previously furnished in writing to the Issuer, the Co-Issuer or theTrustee;

### (f)       each Rating Agency, asapplicable, by the Issuer, the Co-Issuer, the Collateral Manager or the Trusteeshall be sufficient for every purpose hereunder (unless otherwise hereinexpressly provided) if in writing and mailed, first class postage prepaid, handdelivered, sent by overnight courier service or by facsimile in legible form,to each Rating Agency addressed to it: in the case of S&P, at Standard& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,55 Water Street, 41st Floor, New York, New York 10041-0003, facsimile number:(212) 438-2664, Attention:  StructuredFinance Ratings, Asset-Backed Securities CBO/CLO Surveillance (and byelectronic mail at cdosurveillance@standardandpoors.com; provided**that all reports required to be submitted to S&Ppursuant to this Indenture only shall be provided in electronic form to suche-mail address); and in the case of Moody’s, at Moody’s Investor Services,Inc., 99 Church Street, New York, New York 10007, facsimile number: (212)553-4170, Attention:  CBO/CLO Monitoring(or by electronic mail at cdomonitoring@moodys.com) or such other address thata Rating Agency shall designate in the future;

244

----

### (g)      each Hedge Counterpartyby the Issuer, the Co-Issuer, the Collateral Manager or the Trustee shall besufficient for every purpose hereunder if in writing and mailed, first classpostage prepaid, hand delivered, sent by overnight courier service or byfacsimile in legible form, to each Hedge Counterparty addressed to it at theaddress specified in the related Hedge Agreement or at any other addresspreviously furnished in writing to the Issuer, the Co-Issuer, the CollateralManager and the Trustee by each Hedge Counterparty; and

### (h)      the Initial Purchasers bythe Issuer, the Co-Issuer, the Trustee or the Collateral Manager shall besufficient for every purpose hereunder if in writing and mailed, first classpostage prepaid, hand delivered, sent by overnight courier service or byfacsimile in legible form to the Initial Purchasers at (i) with respect to WachoviaCapital Market, LLC, c/o Wachovia Capital Markets, LLC, 12 East 49th Street,45th Floor, New York, NY  10017,Attention:  Structured Products Group,facsimile no.:  (212) 451-2565 and (ii)with respect to Goldman, Sachs & Co., c/o Goldman, Sachs & Co., 85Broad Street, New York, New York 10004.

## Section 14.4           Notices to Noteholders; Waiver.

Except as otherwiseexpressly provided herein, where this Indenture provides for notice to Holdersof Notes of any event,

### (a)      such notice shall besufficiently given to Holders of Notes if in writing and mailed, first classpostage prepaid, to each Holder of a Note affected by such event, at theaddress of such Holder as it appears in the Notes Register, not earlier thanthe earliest date and not later than the latest date, prescribed for the givingof such notice;

### (b)      such notice shall be inthe English language;

### (c)      such notice shall also beprovided to the Irish Paying Agent (for so long as any Notes are listed on theIrish Stock Exchange); and

### (d)      all reports or notices toPreferred Shareholders shall be sufficiently given if provided in writing andmailed, first class postage prepaid, to the Preferred Shares Paying Agent.

Notwithstanding clause(a) above, a Holder of Notes may give the Trustee written notice that it isrequesting that notices to it be given by facsimile transmissions and statingthe facsimile number for such transmission. Thereafter, the Trustee shall give notices to such Holder by facsimiletransmission; provided**that if suchnotice also requests that notices be given by mail, then such notice shall alsobe given by mail in accordance with clause (a) above.

The Trustee shall deliverto the Holders of the Notes any information or notice requested to be sodelivered by at least 25% of the Holders of any Class of Notes.

Neither the failure tomail any notice, nor any defect in any notice so mailed, to any particularHolder of a Note shall affect the sufficiency of such notice with respect toother Holders of Notes.  In case by reasonof the suspension of regular mail service or by reason of any

245

----

other cause, it shall be impracticable to give suchnotice by mail, then such notification to Holders of Notes shall be made withthe approval of the Trustee and shall constitute sufficient notification tosuch Holders of Notes for every purpose hereunder.

Where this Indentureprovides for notice in any manner, such notice may be waived in writing by anyPerson entitled to receive such notice, either before or after the event, andsuch waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall befiled with the Trustee but such filing shall not be a condition precedent tothe validity of any action taken in reliance upon such waiver.

In the event that, byreason of the suspension of the regular mail service as a result of a strike,work stoppage or similar activity, it shall be impractical to mail notice ofany event to Noteholders when such notice is required to be given pursuant toany provision of this Indenture, then any manner of giving such notice as shallbe satisfactory to the Trustee shall be deemed to be a sufficient giving ofsuch notice.

For so long as any Notesare listed on the Irish Stock Exchange and the rules of such exchange sorequire, all notices to Noteholders of such Notes will be published in theDaily Official List of the Irish Stock Exchange.

## Section 14.5           Effect of Headings and Table ofContents.

The Article and Sectionheadings herein and the Table of Contents are for convenience only and shallnot affect the construction hereof.

## Section 14.6           Successors and Assigns.

All covenants andagreements in this Indenture by the Issuer and the Co-Issuer shall bind theirrespective successors and assigns, whether so expressed or not.

## Section 14.7           Severability.

In case any provision inthis Indenture or in the Notes shall be invalid, illegal or unenforceable, thevalidity, legality, and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

## Section 14.8           Benefits of Indenture.

Nothing in this Indentureor in the Securities, expressed or implied, shall give to any Person, otherthan (i) the parties hereto and their successors hereunder and (ii) theCollateral Manager, each Hedge Counterparty, the Preferred Shareholders, thePreferred Shares Paying Agent, the Share Registrar and the Noteholders (each ofwhom, in the case of this subclause (ii), shall be an express third partybeneficiary hereunder), any benefit or any legal or equitable right, remedy orclaim under this Indenture.

246

----

Section 14.9           GoverningLaw.

THIS INDENTURE AND EACHNOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF STATE OFNEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUTREGARD TO CONFLICT OF LAWS PRINCIPLES.

## Section 14.10         Submission to Jurisdiction.

Each of the Issuer andthe Co-Issuer hereby irrevocably submits to the non-exclusive jurisdiction ofany New York State or federal court sitting in the Borough of Manhattan in TheCity of New York in any action or proceeding arising out of or relating to theNotes or this Indenture, and each of the Issuer and the Co-Issuer herebyirrevocably agrees that all claims in respect of such action or proceeding maybe heard and determined in such New York State or federal court.  Each of the Issuer and the Co-Issuer herebyirrevocably waives, to the fullest extent that they may legally do so, thedefense of an inconvenient forum to the maintenance of such action orproceeding.  Each of the Issuer and theCo-Issuer irrevocably consents to the service of any and all process in anyaction or proceeding by the mailing or delivery of copies of such process to itat the office of the Issuer’s and the Co-Issuer’s agent set forth in Section7.2.  Each of the Issuer and theCo-Issuer agrees that a final judgment in any such action or proceeding shallbe conclusive and may be enforced in other jurisdictions by suit on thejudgment or in any other manner provided by law.

## Section 14.11         Counterparts.

This instrument may beexecuted in any number of counterparts, each of which so executed shall bedeemed to be an original, but all such counterparts shall together constitutebut one and the same instrument.

## Section 14.12         Liability of Co-Issuers.

Notwithstanding any otherterms of this Indenture, the Notes or any other agreement entered into between,*inter alios*, the Issuer and theCo-Issuer or otherwise, neither the Issuer nor the Co-Issuer shall have anyliability whatsoever to the Co-Issuer or the Issuer, respectively, under thisIndenture, the Notes, any such agreement or otherwise and, without prejudice tothe generality of the foregoing, neither the Issuer nor the Co-Issuer shall beentitled to take any steps to enforce, or bring any action or proceeding, inrespect of this Indenture, the Notes, any such agreement or otherwise againstthe other Co-Issuer or the Issuer, respectively.  In particular, neither the Issuer nor theCo-Issuer shall be entitled to petition or take any other steps for the windingup or bankruptcy of the Co-Issuer or the Issuer, respectively or shall have anyclaim in respect of any assets of the Co-Issuer or the Issuer, respectively.

247

----

**ARTICLE15**

# **ASSIGNMENTOF COLLATERAL DEBT SECURITIES PURCHASE AGREEMENTS, COLLATERAL MANAGEMENTAGREEMENT, ASSET SERVICING AGREEMENT AND THE CDO SERVICING AGREEMENT**

## Section 15.1           Assignment of Collateral DebtSecurities Purchase Agreement, the Collateral Management Agreements, the AssetServicing Agreement and the CDO Servicing Agreement.

### (a)      The Issuer, infurtherance of the covenants of this Indenture and as security for the Notesand amounts payable to the Noteholders hereunder and the performance andobservance of the provisions hereof, hereby collaterally assigns, transfers,conveys and sets over to the Trustee, for the benefit of the Noteholders and eachHedge Counterparty, all of the Issuer’s estate, right, title and interest in,to and under each Collateral Debt Securities Purchase Agreement (now orhereafter entered into), the Collateral Management Agreement, the AssetServicing Agreement and the CDO Servicing Agreement (each, an “Article 15 Agreement”),including, without limitation, (i) the right to give all notices, consents andreleases thereunder, (ii) the right to give all notices of termination and totake any legal action upon the breach of an obligation of a Seller or theCollateral Manager thereunder, including the commencement, conduct andconsummation of proceedings at law or in equity, (iii) the right to receive allnotices, accountings, consents, releases and statements thereunder and (iv) theright to do any and all other things whatsoever that the Issuer is or may beentitled to do thereunder; provided,**however,the Trustee hereby grants the Issuer a license to exercise all of the Issuer’srights pursuant to the Article 15 Agreements without notice to or the consentof the Trustee (except as otherwise expressly required by this Indenture,including, without limitation, as set forth in subsection (f) of this Section15.1) which license shall be and is hereby deemed to be automaticallyrevoked upon the occurrence of an Event of Default hereunder until such time,if any, as such Event of Default is cured or waived.

### (b)      The assignment madehereby is executed as collateral security, and the execution and deliveryhereby shall not in any way impair or diminish the obligations of the Issuerunder the provisions of each of the Article 15 Agreements, nor shall any of theobligations contained in each of the Article 15 Agreements be imposed on theTrustee.

### (c)      Upon the retirement ofthe Notes, the payment by the Issuer of all amounts payable under each HedgeAgreement and the release of the Assets from the lien of this Indenture, thisassignment and all rights herein assigned to the Trustee for the benefit of theNoteholders and each Hedge Counterparty shall cease and terminate and all theestate, right, title and interest of the Trustee in, to and under each of theArticle 15 Agreements shall revert to the Issuer and no further instrument oract shall be necessary to evidence such termination and reversion.

### (d)      The Issuer representsthat it has not executed any assignment of any of the Article 15 Agreementsother than this collateral assignment.

248

----

### (e)      The Issuer agrees thatthis assignment is irrevocable, and that it shall not take any action which isinconsistent with this assignment or make any other assignment inconsistentherewith.  The Issuer shall, from time totime upon the request of the Trustee, execute all instruments of furtherassurance and all such supplemental instruments with respect to this assignmentas the Trustee may specify.

### (f)       The Issuer herebyagrees, and hereby undertakes to obtain the agreement and consent of the Sellerand the Collateral Manager, as applicable, in the Collateral Debt SecuritiesPurchase Agreements, the Collateral Management Agreement, the Asset ServicingAgreement and the CDO Servicing Agreement, as applicable, to the following:

#### (i)           each of the Sellerand the Collateral Manager consents to the provisions of this collateralassignment and agrees to perform any provisions of this Indenture madeexpressly applicable to each of the Seller and the Collateral Manager pursuantto the applicable Article 15 Agreement;

#### (ii)          each of the Sellerand the Collateral Manager, as applicable, acknowledges that the Issuer iscollaterally assigning all of its right, title and interest in, to and underthe Collateral Debt Securities Purchase Agreements, the Collateral ManagementAgreement, the Asset Servicing Agreement and the CDO Servicing Agreement, asapplicable, to the Trustee for the benefit of the Noteholders, each HedgeCounterparty and each of the Seller and the Collateral Manager, as applicable,agrees that all of the representations, covenants and agreements made by eachof the Seller and the Collateral Manager, as applicable, in the applicableArticle 15 Agreement are also for the benefit of, and enforceable by, theTrustee, the Noteholders and each Hedge Counterparty;

#### (iii)         each of the Sellerand the Collateral Manager, as applicable, shall deliver to the Trusteeduplicate original copies of all notices, statements, communications andinstruments delivered or required to be delivered to the Issuer pursuant to theapplicable Article 15 Agreement;

#### (iv)        none of the Issuer,the Seller or the Collateral Manager shall enter into any agreement amending,modifying or terminating the applicable Article 15 Agreement, (other than inrespect of an amendment or modification to cure any inconsistency, ambiguity ormanifest error) or selecting or consenting to a successor collateral manager, withoutnotifying each Rating Agency and without the prior written consent and writtenconfirmation of each Rating Agency that such amendment, modification ortermination will not cause its then-current ratings of the Notes to be reduced;

#### (v)         except as otherwiseset forth herein and therein (including, without limitation, pursuant to Sections12 and 13 of the Collateral Management Agreement), the CollateralManager shall continue to serve as Collateral Manager under the CollateralManagement Agreement, notwithstanding that the Collateral Manager shall nothave received amounts due it under the Collateral Management Agreement becausesufficient funds were not then available hereunder to pay such amounts pursuantto the Priority of Payments.  TheCollateral Manager agrees not to cause the filing of a petition in bankruptcyagainst the Issuer for the nonpayment of the fees or other amounts payable to

249

----

#### the CollateralManager under the Collateral Management Agreement until the payment in full ofall Notes issued under this Indenture and the expiration of a period equal toone year and one day (or, if longer, the applicable preference period then ineffect) following such payment; and

#### (vi)        the Collateral Managerirrevocably submits to the non-exclusive jurisdiction of any New York State orfederal court sitting in the Borough of Manhattan in The City of New York inany action or proceeding arising out of or relating to the Notes or thisIndenture, and the Collateral Manager irrevocably agrees that all claims inrespect of such action or proceeding may be heard and determined in such NewYork State or federal court.  TheCollateral Manager irrevocably waives, to the fullest extent it may legally doso, the defense of an inconvenient forum to the maintenance of such action orproceeding.  The Collateral Managerirrevocably consents to the service of any and all process in any action orProceeding by the mailing by certified mail, return receipt requested, ordelivery requiring signature and proof of delivery of copies of such initialprocess to it at GKK Manager LLC, 420 Lexington Avenue, 19th Floor, New York,New York 10170, Attention:  AndrewLevine.  The Collateral Manager agreesthat a final and non-appealable judgment by a court of competent jurisdictionin any such action or proceeding shall be conclusive and may be enforced inother jurisdictions by suit on the judgment or in any other manner provided bylaw.

250

----

# **ARTICLE16**

# **HEDGEAGREEMENT**

## Section 16.1           Issuer’s Obligations under HedgeAgreement.

### (a)      On the Closing Date andthereafter, and on and after any date on which the Issuer enters into anadditional or replacement Hedge Agreement (including any related Hedge CounterpartyCredit Support), the Issuer as directed by the Collateral Manager shall (i)require that each Hedge Counterparty thereto, or any third party (including anAffiliate of such Hedge Counterparty) that (A) has absolutely andunconditionally guaranteed the obligations of the Hedge Counterparty under therelated Hedge Agreement (with such form of guaranty as shall be satisfactory toeach Rating Agency then rating any Notes hereunder), (B) has entered intocredit intermediation arrangements in respect of the obligations of the HedgeCounterparty under the related Hedge Agreement satisfactory to each RatingAgency then rating any Notes hereunder, (C) is the issuing bank on one or moreletters of credit supporting the obligations of the Hedge Counterparty underthe related Hedge Agreement and that shall be reasonably acceptable to eachRating Agency then rating any Notes hereunder or (D) has provided any otheradditional credit support and such inclusion of additional credit support shallhave satisfied the Rating Agency Condition (any such third party, including anAffiliate of such Hedge Counterparty, a “Hedge Counterparty Credit Support Provider”))has, at the time the Hedge Agreement is executed, with respect to itself as anissuer or with respect to its indebtedness, credit ratings at least equal tothe Hedge Counterparty Collateral Threshold Rating, and will maintain (at theHedge Counterparty’s or the Hedge Counterparty’s Credit Support Provider’sexpense), subject to Section 16.1(d) hereof, with respect to itself asan issuer or with respect to its indebtedness, credit ratings at least equal tothe Hedge Counterparty Required Rating, by each Rating Agency then rating anyNotes hereunder, (ii) except with respect to a Form-Approved Liability Hedge, satisfythe Rating Agency Condition with respect to any additional or replacement HedgeAgreement and the related Hedge Counterparty and (iii) assign and grant asecurity interest in such Hedge Agreement to the Trustee pursuant to thisIndenture.  Each Hedge Agreement willprovide that no amendment, modification or waiver in respect of such HedgeAgreement, including any additional or replacement Hedge Agreement will beeffective unless (A) evidenced by a writing executed by each party thereto, (B)the Trustee has acknowledged its consent thereto in writing and (C) eachRating Agency confirms that such amendment, modification or waiver will notcause the reduction or withdrawal of its then-current rating on any Class ofNotes.

### (b)      The Trustee shall, onbehalf of the Issuer, pay amounts due to each Hedge Counterparty under therelated Hedge Agreements in accordance with Section 10.2(f), thePriority of Payments and Section 16.1(g) hereof.

### (c)      The notional amount ofcertain Hedge Agreements providing for floating rate payments to the Issuerwill be calculated as a percentage of the principal amount of the Notesoriginally anticipated to be Outstanding on each Payment Date based on certainassumptions. In accordance with the terms of each Hedge Agreement, such notionalamount

251

----

### will be reduced by the Issuer (or the Collateral Manager on behalf ofthe Issuer) or each Hedge Counterparty on each Payment Date to the extent that(i) the outstanding principal amount of the Notes is less than the scheduledaggregate notional amount of the related Hedge Agreements for such Payment Dateand/or (ii) the Net Outstanding Portfolio Balance is less than the scheduledaggregate notional amount of the related Hedge Agreements for such Payment Dateand/or (iii) in the case of a Liability Hedge or other single asset-specificHedge Agreement, the outstanding Principal Balance of the related underlyingCollateral Debt Security is less than a percentage (as set forth in the relatedHedge Agreement) of the Scheduled material amount of the related HedgeAgreement; provided that if any Notes are then Outstanding, the Trusteeshall first have received written evidence that the Rating Agency Conditionwith respect to Moody’s and S&P has been satisfied with respect to suchreduction other than as scheduled and Fitch shall have been notified of suchreduction other than as scheduled. Additionally, subject to satisfaction of the Rating Agency Conditionwith respect to Moody’s and S&P and the notification of Fitch in respectthereof, a termination in part of a Hedge Agreement and a correspondingreduction in the notional amount of the Hedge Agreement may occur, in the eventof a Mandatory Redemption or Special Amortization of the Notes.  The Issuer’s remaining obligations inaccordance with the Priority of Payments will not be affected by any suchreduction.  Notwithstanding any right ofthe Issuer to terminate each Hedge Agreement or related Hedge CounterpartyCredit Support upon the occurrence of a Termination Event or an Event ofDefault (each as defined in each Hedge Agreement) or otherwise pursuant to aHedge Agreement, the Issuer shall not (x) terminate any Hedge Agreement orHedge Counterparty Credit Support or (y) cause the non-replacement of anyterminated Hedge Agreement, unless in each case the Issuer notifies Fitchthereof and obtains a written confirmation from Moody’s and S&P that suchtermination or non-replacement, as applicable, would not cause such RatingAgency’s then-current rating on any Class of Notes, as applicable, to beadversely qualified, reduced, suspended or withdrawn.

### (d)      Each Hedge Agreementshall provide for termination, and shall be capable of being terminated (i) byor on behalf of the Issuer upon the failure of the related Hedge Counterpartyto post collateral under a Hedge Counterparty Credit Support within the timeperiod specified in the related Hedge Agreement or provide other alternatecredit enhancement in accordance with the related Hedge Agreement, and upon thefailure of the related Hedge Counterparty to make a Permitted Transfer (at theHedge Counterparty’s sole cost and expense) of all of its rights andobligations under the related Hedge Agreement or subject to satisfaction of theRating Agency Condition, to a Counterparty that maintains the HedgeCounterparty Required Ratings within the time period specified in the relatedHedge Agreement, after the failure of the related Hedge Counterparty (or anyHedge Counterparty Credit Support Provider) to have the Hedge CounterpartyCollateral Threshold Ratings; (ii) by or on behalf of the Issuer upon thefailure of the related Hedge Counterparty to make a Permitted Transfer (at therelated Hedge Counterparty’s sole cost and expense) of all of its rights andobligations under the related Hedge Agreement within the time period specifiedin the related Hedge Agreement after the failure of the related HedgeCounterparty (or any Hedge Counterparty Credit Support Provider) to have theHedge Counterparty Required Ratings (provided,**however,that the related Hedge Counterparty shall continue to post collateral and useits best efforts to find a replacement pursuant to the related Hedge Agreementuntil the earlier to occur of termination of the related Hedge Agreement by oron behalf of the Issuer or consummation of a Permitted Transfer unless theRating Agency

252

----

### Condition has been satisfied with respect to such termination, (iii) bythe related Hedge Counterparty, upon the failure of the Issuer to make, whendue, any scheduled periodic payments under the related Hedge Agreement, (iv) inwhole or in part as provided in the related Hedge Agreement, upon the finalsale of the Assets, an Auction Call Redemption, an Optional Redemption, aClean-up Call or a Tax Redemption, (v) in part as provided in the related HedgeAgreement, subject to satisfaction of the Rating Agency Condition with respectto Moody’s and S&P, upon a Mandatory Redemption or a Special Amortization,(vi) by the related Hedge Counterparty upon any declaration by the Trustee thatthe Notes have become due and payable or (vii) as otherwise expressly providedfor in the related Hedge Agreement.  TheIssuer shall satisfy the Rating Agency Condition with respect to Moody’s andS&P with respect to any transfer of all of the rights and obligations ofany Hedge Counterparty under any Hedge Agreement.

### (e)      The Trustee shall, priorto the Closing Date, establish a single, segregated trust account with respectto each Hedge Counterparty in the name of the Trustee, each designated as the “HedgeCollateral Account,” which shall be held in trust for the benefit of theNoteholders and the applicable Hedge Counterparty, over which the Trustee shallhave exclusive control and the sole right of withdrawal, and in which no Personother than the Trustee and the Noteholders and the applicable HedgeCounterparty shall have any legal or beneficial interest.  The Trustee shall deposit all collateralreceived from the related Hedge Counterparty under the related Hedge Agreementin the related Hedge Collateral Account. Any and all funds at any time on deposit in, or otherwise to the creditof, each Hedge Collateral Account shall be held in trust by the Trustee for thebenefit of the Noteholders.  The onlypermitted withdrawal from or application of funds on deposit in, or otherwiseto the credit of, each Hedge Collateral Account shall be (i) for application toobligations of the applicable Hedge Counterparty to the Issuer under therelated Hedge Agreement in accordance with the terms of such Hedge Agreement or(ii) to return collateral to the applicable Hedge Counterparty when and asrequired by the related Hedge Agreement, which the Trustee shall return to theapplicable Hedge Counterparty in accordance with the related HedgeAgreement.  Each Hedge Collateral Accountshall remain at all times with the Corporate Trust Office or a financialinstitution having a long-term debt rating at least equal to “A-” or “A2,” asapplicable, or a short-term debt rating at least equal to “A-1,” “P-1” or “F1,”as applicable.

### (f)       Upon the default by aHedge Counterparty in the payment when due of its obligations to the Issuerunder the related Hedge Agreement (following the expiration of any applicablegrace period), the Trustee shall forthwith provide facsimile notice thereof tothe Issuer, the Collateral Manager, each of the Rating Agencies and, ifapplicable, any Hedge Counterparty Credit Support Provider.  When the Trustee becomes aware of suchdefault, the Trustee shall make a demand on the applicable Hedge Counterparty,or any Hedge Counterparty Credit Support Provider, if applicable, for paymentforthwith.  The Trustee shall give noticeto the Noteholders and further notice to the Collateral Manager upon thecontinuing failure by such Hedge Counterparty or any Hedge Counterparty CreditSupport Provider to perform its obligations during the two (2) Business Daysfollowing a demand made by the Trustee on such Hedge Counterparty or any suchHedge Counterparty Credit Support Provider.

253

----

### (g)      Upon the termination orpartial termination of each Hedge Agreement, the Issuer at the direction of theCollateral Manager and the Trustee shall take such commercially reasonableactions (following the expiration of any applicable grace period and after theexpiration of the applicable time period set forth in the related HedgeAgreement) to enforce the rights of the Issuer and the Trustee thereunder asmay be permitted by the terms of the Hedge Agreement and consistent with theterms hereof, and shall apply the proceeds of any such actions (including,without limitation, the proceeds of the liquidation of any collateral pledgedby or on behalf of each Hedge Counterparty) to enable the Issuer to enter intoan additional or replacement Hedge Agreements within thirty (30) daysof the expiration of any such grace period and such applicable time period asset forth in the related Hedge Agreement on substantially identical terms or onsuch other terms subject to the Rating Agency Condition.  The Trustee shall, promptly after the ClosingDate, in respect of each Hedge Counterparty, establish a single segregatedtrust account in the name of the Trustee, each designated the “HedgeTermination Account,” which shall be held in trust for the benefit of theNoteholders and each Hedge Counterparty and over which the Trustee will haveexclusive control and the sole right of withdrawal, and in each of which noperson other than the Trustee, the Noteholders and the Hedge Counterparty willhave any legal or beneficial interest. Each Hedge Collateral Account shall remain at all times with theCorporate Trust Office or a financial institution having a long-term debtrating at least equal to “A-” or “A2,” as applicable, or a short-term debtrating at least equal to “A-1,” “P-1” or “F1,” as applicable.  Notwithstanding anything contained in thisIndenture to the contrary, any payments (other than payments relating topast-due scheduled payments on a Hedge Agreement) received by the Issuer orTrustee in connection with either (x) the termination (in whole or in part) ofa related Hedge Agreement or (y) the execution of an additional or replacementHedge Agreements shall be immediately transferred to the Trustee for depositinto the related Hedge Termination Account. Any costs attributable to entering into an additional or replacementHedge Agreements (other than in connection with a Permitted Transfer) withrespect to the related Hedge Counterparty shall be paid from the related HedgeTermination Account, and any such amounts which are payable but exceed thebalance in the related Hedge Termination Account shall be borne solely by theIssuer and shall constitute expenses payable under clause (5) of Section11.1(a)(i) hereof.  Additionally, anyamounts that are due and payable to a Hedge Counterparty upon a termination ofa Hedge Agreement shall be paid from any amounts on deposit in the relatedHedge Termination Account, and, to the extent the amounts on deposit in suchHedge Termination Account are insufficient to pay all such amounts, then suchamounts will be payable in accordance with Sections 11.1(a)(i) and (ii)hereof.  Any amounts remaining on depositin a Hedge Termination Account related to a Hedge Agreement following paymentto the Hedge Counterparty shall be transferred to the Principal CollectionAccount and shall constitute Principal Proceeds.  If determining the amount payable under theterminated Hedge Agreement, the Issuer or the Collateral Manager on behalf ofthe Issuer shall seek quotations in accordance with the terms of the relatedHedge Agreement from reference market-makers whose ratings are at least equalto the Hedge Counterparty Collateral Threshold Ratings.  In certain circumstances, a Hedge Agreementmay provide that the applicable Hedge Counterparty is responsible fordetermining the amounts payable.  Inaddition, the Issuer or the Collateral Manager on behalf of the Issuer shalluse commercially reasonable efforts to cause the termination of the relatedHedge Agreement to become

254

----

### effective simultaneously with the effectiveness of a replacementthereto, described as aforesaid.

### (i)            Notwithstandinganything to the contrary set forth herein, for so long as any Class of Notes isOutstanding under this Indenture and is rated by (i) S&P if any HedgeCounterparty falls below (A) a rating by S&P of at least “A+” (if suchHedge Counterparty does not have a short-term debt rating from S&P) or (B)a short-term debt rating by S&P of at least “A-1”, then such HedgeCounterparty shall, within thirty (30) days,postcollateral in respect of its obligations under the related Hedge Agreement.

## Section 16.2           Collateral Debt SecuritiesPurchase Agreements.

Following the ClosingDate, unless a Collateral Debt Securities Purchase Agreement is necessary tocomply with the provisions of this Indenture, the Issuer may acquire CollateralDebt Securities in accordance with customary settlement procedures in therelevant markets. In any event, the Issuer shall obtain from any seller of aLoan, all Underlying Instruments with respect to each Collateral Debt Securityand all Underlying Instruments related to any related Senior Tranche thatgovern, directly or indirectly, the rights and obligations of the owner of theCollateral Debt Security with respect to the Underlying Term Loan, theUnderlying Mortgaged Property and the Collateral Debt Security and anycertificate evidencing the Collateral Debt Security.

## Section 16.3           Cure Rights.

### (a)      If the Issuer, as holderof a Loan, has the right pursuant to the related Underlying Instruments to curean event of default on the Underlying Term Loan, the Collateral Manager may, inaccordance with the Collateral Manager Servicing Standard advance from its ownfunds with respect to the Loan as a reimbursable Cure Advance, all such amountsas are necessary to effect the timely cure of such event of default pursuant tothe terms of the related Underlying Instruments; provided**that (i) such advances may only be made (A) to the extentthat the Collateral Manager reasonably believes that such cash advances can berepaid from future payments on the related underlying commercial mortgage loanand in accordance with the Collateral Manager’s Servicing Standard and (B) ifthe Collateral Manager receives written instruction from holders of at least aMajority of the aggregate outstanding notional amount of the Preferred Shareswith respect thereto, and (ii) the particular advance would not, if made,constitute a Nonrecoverable Cure Advance. The determination by the Collateral Manager that it has made aNonrecoverable Cure Advance or that any proposed Cure Advance, if made, wouldconstitute a Nonrecoverable Cure Advance shall be made by the CollateralManager in its reasonable good faith judgment in accordance with the CollateralManager Servicing Standard and shall be evidenced by an Officer’s Certificatedelivered promptly to the Trustee, setting forth the basis for suchdetermination, accompanied by an appraisal, if available, or an independentbroker’s opinion of the value of the Underlying Mortgaged Property and anyinformation that the Collateral Manager may have obtained and that supportssuch determination.  The CollateralManager will be entitled to reimbursement from any subsequent payments orrecoveries on each Collateral Debt Security in respect of which it makes a CureAdvance in accordance with the Priority of Payments if such reimbursement wouldnot cause an Interest Shortfall; provided that, if at any

255

----

### time the Collateral Manager shall determine in its sole discretion,exercised in good faith and in accordance with the Collateral Manager ServicingStandard, that a Cure Advance previously made is a Nonrecoverable Cure Advance,the Collateral Manager shall be entitled to reimbursements for suchNonrecoverable Cure Advance from subsequent payments or collections withrespect to the Assets on any Business Day during any Interest Accrual Periodprior to the related Determination Date (or on a Payment Date prior to anypayment of interest on or principal of the Notes in accordance with thePriority of Payments).  Notwithstandingthe foregoing, the Collateral Manager will be permitted (but not obligated) todefer or otherwise structure the timing of recovery of any Nonrecoverable CureAdvance in such manner as the Collateral Manager determines (subject to theapplicable provisions of the Asset Servicing Agreement) is in the best interestof the Noteholders as a collective whole, which may include being reimbursedfor such Nonrecoverable Cure Advance in installments; provided that theCollateral Manager will not be permitted to defer recovery of anyNonrecoverable Cure Advance (or any portion thereof) on any Payment Date to theextent that there are amounts available to be distributed to the PreferredShares Paying Agent for deposit into the Preferred Shares Distribution Accounton such Payment Date for distribution to the holders of the Preferred Shares inaccordance with the Priority of Payments without regard to such deferral.  For the avoidance of doubt, the CollateralManager may terminate any such deferment at any time.

### (b)      On the Business Daypreceding each Determination Date, the Collateral Manager may request byOfficer’s Certificate delivered to the Trustee, reimbursement for any (x) CureAdvance or (y) Nonrecoverable Cure Advance, from any amounts received withrespect to the related Collateral Debt Security or the Assets,respectively.  No later than the PaymentDate related to the Determination Date for which the Collateral Manager hasdelivered an Officer’s Certificate requesting reimbursement of a Cure Advanceor a Nonrecoverable Cure Advance, the Trustee shall transfer to the CollateralManager, by wire transfer to an account identified to the Trustee in writing,the amount of such Cure Advance or Nonrecoverable Cure Advance, as applicable.

### (c)      Notwithstanding anythingto the contrary set forth herein, the Collateral Manager shall not be requiredto make any Cure Advance that it determines in its reasonable, good faithjudgment would constitute a Nonrecoverable Cure Advance as determined pursuantto Section 16.3(a).

## Section 16.4           Purchase Right; Majority PreferredShares Holder.

If the Issuer, as holderof a Participation or B Note, has the right pursuant to the related UnderlyingInstruments to purchase any related Senior Tranche(s), the Issuer may, andshall if directed by the Majority Preferred Shares Holder, exercise such right,if the Collateral Manager determines based on the Collateral Manager ServicingStandard that the exercise of the option would be in the best interest of theNoteholders, but may not exercise such right if the Collateral Managerdetermines otherwise.  The CollateralManager shall deliver to the Trustee an Officer’s Certificate certifying suchdetermination, accompanied by an Act of the Majority Preferred Shares Holderdirecting the Issuer to exercise such right. In connection with the purchase of any such Senior Tranche(s), theIssuer shall assign to the Majority Preferred Shares Holder or its designee allof its right, title and interest in such Senior Tranche(s) in exchange for

256

----

a purchase price (such price and any other associatedexpense of such exercise to be paid by the Majority Preferred Shares Holder) ofthe Senior Tranche(s) (or, if the Underlying Instruments permit, the Issuer mayassign the purchase right to the Majority Preferred Shares Holder or itsdesignee; otherwise the Majority Preferred Shares Holder or its designee shallfund the purchase by the Issuer, which shall then assign the Senior Tranche(s)to the Majority Preferred Shares Holder or its designee) (the “PurchaseOption Purchase Price”), which amount shall be delivered by the MajorityPreferred Shares Holder or its designee from its own funds to or upon theinstruction of the Collateral Manager in accordance with terms of theUnderlying Instruments related to the acquisition of such SeniorTranche(s).  The Trustee or the Issuershall execute and deliver at the Majority Preferred Shares Holder’s directionsuch instruments of transfer or assignment prepared by the Majority PreferredShares Holder, in each case without recourse, as shall be necessary to transfertitle to the Majority Preferred Shares Holder or its designee of the SeniorTranche(s) and the Trustee shall have no responsibility with regard to suchSenior Tranche(s).  As long as the Issuerowns the related Collateral Debt Security, the Issuer shall not exercise anypurchase rights with respect to a Participation or B Note that is a *pari passu* interest relative to another Participation or BNote related to the same mortgage loan; provided*,*however*,* that the Collateral Manager may (in accordance with theCollateral Manager Servicing Standard) assign such right to third parties tothe extent that it is able to do so pursuant to the terms of the relatedUnderlying Instruments.

## Section 16.5           Representations and WarrantiesRelated to Subsequent Collateral Debt Securities.

### (a)      If the Collateral DebtSecurity is a Subsequent Collateral Debt Security, upon the acquisition of suchSubsequent Collateral Debt Security by the Issuer, the related seller has madeor assigned to the Issuer the following:

#### (i)           (A) representationsand warranties in form and substance substantially similar to therepresentations and warranties set forth as *Schedule H* withrespect to the Underlying Term Loan and the Underlying Mortgaged Property(except with respect to Mezzanine Loans) and (B) representations andwarranties regarding good title, no liens, no modifications, no defaults andvalid assignment with respect to the Loan itself; and

#### (ii)          in the case of a BNote, the representations and warranties in form and substance substantiallysimilar to the representations and warranties set forth as *Schedule I*with respect to such B Note;

#### (iii)         in the case of aParticipation, the representations and warranties in form and substancesubstantially similar to the representations and warranties set forth as *ScheduleJ* with respect to such Participation;

#### (iv)        in the case of aMezzanine Loan, the representations and warranties in form and substancesubstantially similar to the representations and warranties set forth as *ScheduleK* with respect to such Mezzanine Loan;

257

----

#### (v)         in the case of aPreferred Equity Security, the representations and warranties in form andsubstance substantially similar to the representations and warranties set forthas *Schedule M* with respect to such Preferred Equity Security;

#### (vi)        in the case of a CMBSSecurity, the representations and warranties in form and substancesubstantially similar to the representations and warranties set forth as *ScheduleL* with respect to such CMBS Security;

#### (vii)       in the case of a CRECDO Security, the representations and warranties in form and substancesubstantially similar to the representations and warranties set forth as *ScheduleL* with respect to such CRE CDO Security;

#### (viii)      in the case of a RakeBond, the representations and warranties in form and substance substantiallysimilar to the representations and warranties set forth as Schedule Lwith respect to such Rake Bond;

#### (ix)         in the case ofCollateral Debt Securities collateralized by Healthcare Properties (includingskilled nursing facilities), the representations and warranties in form and substancesubstantially similar to the representations and warranties set forth as ScheduleN with respect to such Securities collateralized by Healthcare Properties(including skilled nursing facilities);

#### (x)          in the case of a REITDebt Security, the representations and warranties in form and substancesubstantially similar to the representations and warranties set forth as ScheduleL with respect to such REIT Debt Security; and

#### (xi)         in the case of aCredit Tenant Lease Loan, the representations and warranties in form andsubstance substantially similar to the representations and warranties set forthas Schedule R with respect to such Credit Tenant Lease Loan.

### (b)      The representations andwarranties in Section 16.5(a) with respect to the acquisition of a SubsequentCollateral Debt Security may be subject to any modification, limitation orqualification that the Collateral Manager determines to be acceptable inaccordance with the Collateral Manager Servicing Standard; provided thatthe Collateral Manager will provide each Rating Agency with a report attachedto each Monthly Report identifying each such modification, exception,limitation or qualification received with respect to the acquisition of anySubsequent Collateral Debt Security during the period covered by the MonthlyReport, which report may contain explanations by the Collateral Manager as toits determinations.

### (c)      The Issuer shall obtain acovenant from the Person making any representation or warranty to the Issuerpursuant to Section 16.5(a) that such Person shall repurchase therelated Collateral Debt Security if any such representation or warranty isbreached (but only after the expiration of any permitted cure periods andfailure to cure such breach).  The purchaseprice for any Collateral Debt Security repurchased (the “Repurchase Price”)shall be a price equal to the sum of the following (in each case, withoutduplication) as of the date of such repurchase: (i) the outstanding principalamount thereof, *plus* (ii) accrued and unpaidinterest on such Collateral Debt Security, *plus* (iii) anyunreimbursed advances,

258

----

### *plus* (iv) accrued and unpaid interest onadvances on the Collateral Debt Security, *plus* (v) anyreasonable costs and expenses (including, but not limited to, the cost of anyenforcement action, incurred by the Issuer or the Trustee in connection withany such purchase by a seller).

## Section 16.6           Operating Advisor; Additional Debt.

If the Issuer, as holderof a B Note, a Participation, Preferred Equity Security or a Mezzanine Loan,has the right pursuant to the related Underlying Instruments to appoint theoperating advisor, directing holder or Person serving a similar function underthe Underlying Instruments, each of the Issuer, the Trustee and the CollateralManager shall take such actions as are reasonably necessary to appoint theCollateral Manager to such position.  Ifthe Issuer, as holder of a B Note, a Participation or a Mezzanine Loan, has theright pursuant to the related Underlying Instruments to consent to the relatedborrower incurring any additional debt, such consent will be subject tosatisfaction of the Rating Agency Condition.

259

----

**ARTICLE17**

# **ADVANCINGAGENT**

## Section 17.1           Liability of the Advancing Agent.

The Advancing Agent shallbe liable in accordance herewith only to the extent of the obligationsspecifically imposed upon and undertaken by the Advancing Agent.  The Advancing Agent shall promptly providenotice to the Issuer, the Co-Issuer, the Collateral Manager, each HedgeCounterparty and the Trustee of (i) any voluntary or involuntary proceeding orpetition seeking winding up, liquidation, reorganization or other relief underany bankruptcy, insolvency, receivership or similar law now or hereinafter ineffect, (ii) the appointment of a receiver, trustee, custodian, sequestrator,conservator or similar official for the Advancing Agent or for a substantialpart of its assets and (iii) any general assignment made by the Advancing Agentfor the benefit of its creditors.

## Section 17.2           Merger or Consolidation of theAdvancing Agent.

### (a)      The Advancing Agent willkeep in full effect its existence, rights and franchises as a corporation underthe laws of the jurisdiction in which it was formed, and will obtain andpreserve its qualification to do business as a foreign corporation in each jurisdictionin which such qualification is or shall be necessary to protect the validityand enforceability of this Indenture to perform its duties under thisIndenture.

### (b)      Any Person into which theAdvancing Agent may be merged or consolidated, or any corporation resultingfrom any merger or consolidation to which the Advancing Agent shall be a party,or any Person succeeding to the business of the Advancing Agent shall be thesuccessor of the Advancing Agent, hereunder, without the execution or filing ofany paper or any further act on the part of any of the parties hereto, anythingherein to the contrary notwithstanding (it being understood and agreed by theparties hereto that the consummation of any such transaction by the AdvancingAgent shall have no effect on the Trustee’s obligations under Section 10.10,which obligations shall continue pursuant to the terms of Section 10.10).

## Section 17.3           Limitation on Liability of theAdvancing Agent and Others.

None of the AdvancingAgent or any of its affiliates, directors, officers, employees or agents shallbe under any liability for any action taken or for refraining from the takingof any action in good faith pursuant to this Indenture, or for errors injudgment; provided*,*however,that this provision shall not protect the Advancing Agent against liability tothe Issuer or Noteholders for any breach of warranties or representations madeherein or any liability which would otherwise be imposed by reason of willfulmisfeasance, bad faith or gross negligence in the performance of duties or byreason of negligent disregard of obligations and duties hereunder.  The Advancing Agent and any director,officer, employee or agent of the Advancing Agent may rely in good faith on anydocument of any kind prima facie properly executed and

260

----

submitted by any Person respecting any matters arisinghereunder. The Advancing Agent and any director, officer, employee or agent ofthe Advancing Agent shall be indemnified by the Issuer pursuant to thepriorities set forth in Section 11.1(a) and held harmless against anyloss, liability or expense incurred in connection with any legal actionrelating to this Indenture or the Notes, other than any loss, liability orexpense (i) specifically required to be borne by the Advancing Agent pursuantto the terms hereof or otherwise incidental to the performance of obligationsand duties hereunder (except as any such loss, liability or expense shall beotherwise reimbursable pursuant to this Indenture); or (ii) incurred by reasonof any breach of a representation, warranty or covenant made herein, anymisfeasance, bad faith or negligence by the Advancing Agent in the performanceof or negligent disregard of, obligations or duties hereunder or any violationof any state or federal securities law.

## Section 17.4           Representations and Warranties ofthe Advancing Agent.

The Advancing Agentrepresents and warrants that:

### (a)      the Advancing Agent (i)has been duly organized, is validly existing and is in good standing under thelaws of the State of Delaware, (ii) has full power and authority to own theAdvancing Agent’s assets and to transact the business in which it is currentlyengaged, and (iii) is duly qualified and in good standing under the laws ofeach jurisdiction where the Advancing Agent’s ownership or lease of property orthe conduct of the Advancing Agent’s business requires, or the performance ofthis Indenture would require, such qualification, except for failures to be soqualified that would not in the aggregate have a material adverse effect on thebusiness, operations, assets or financial condition of the Advancing Agent orthe ability of the Advancing Agent to perform its obligations under, or on thevalidity or enforceability of, the provisions of this Indenture applicable tothe Advancing Agent;

### (b)      the Advancing Agent hasfull power and authority to execute, deliver and perform this Indenture; thisIndenture has been duly authorized, executed and delivered by the AdvancingAgent and constitutes a legal, valid and binding agreement of the AdvancingAgent, enforceable against it in accordance with the terms hereof, except thatthe enforceability hereof may be subject to (i) bankruptcy, insolvency,reorganization, moratorium or other similar laws now or hereafter in effectrelating to creditors’ rights and (ii) general principles of equity (regardlessof whether such enforcement is considered in a proceeding in equity or at law);

### (c)      neither the execution anddelivery of this Indenture nor the performance by the Advancing Agent of itsduties hereunder conflicts with or will violate or result in a breach orviolation of any of the terms or provisions of, or constitutes a default under:(i) the Certificate of Formation and limited liability company agreement of theAdvancing Agent, (ii) the terms of any indenture, contract, lease, mortgage,deed of trust, note agreement or other evidence of indebtedness or otheragreement, obligation, condition, covenant or instrument to which the AdvancingAgent is a party or is bound, (iii) any law, decree, order, rule or regulationapplicable to the Advancing Agent of any court or regulatory, administrative orgovernmental agency, body or authority or arbitrator having jurisdiction overthe Advancing Agent or its properties, and which would have, in the case of anyof (i), (ii) or (iii) of this

261

----

### subsection (c), either individually or in the aggregate, a materialadverse effect on the business, operations, assets or financial condition ofthe Advancing Agent or the ability of the Advancing Agent to perform itsobligations under this Indenture;

### (d)      no litigation is pendingor, to the best of the Advancing Agent’s knowledge, threatened, against theAdvancing Agent that would materially and adversely affect the execution,delivery or enforceability of this Indenture or the ability of the AdvancingAgent to perform any of its obligations under this Indenture in accordance withthe terms hereof; and

### (e)      no consent, approval,authorization or order of or declaration or filing with any government,governmental instrumentality or court or other person is required for theperformance by the Advancing Agent of its duties hereunder, except such as havebeen duly made or obtained.

## Section 17.5           Resignation and Removal;Appointment of Successor.

### (a)      No resignation or removalof the Advancing Agent and no appointment of a successor Advancing Agentpursuant to this Article 17 shall become effective until the acceptanceof appointment by the successor Advancing Agent under Section 17.6.

### (b)      The Advancing Agent mayresign at any time by giving written notice thereof to the Issuer, theCo-Issuer, the Trustee, the Collateral Manager, each Hedge Counterparty, theNoteholders and each Rating Agency.

### (c)      The Advancing Agent maybe removed at any time by Act of 66 2/3% of the Preferred Shares upon writtennotice delivered to the Trustee and to the Issuer and the Co-Issuer.

### (d)      If the Advancing Agentfails to make an Interest Advance required by this Indenture with respect to aDistribution Date, the Trustee, in its capacity as Back-Up Advancing Agent,shall be required to make such Interest Advance and shall be entitled toreceive, in consideration thereof, the Advancing Agent Fee (in lieu of theBack-Up Advancing Fee) in accordance with the Priority of Payments.

### (e)      In addition, if theAdvancing Agent shall have failed, on more than two occasions prior to date onwhich no Class A Notes or Class B Notes remain Outstanding, to make an InterestAdvance required by this Indenture, which failure, in each case, is not curedby the remittance of the amount of such Interest Advance by the Advancing Agentto the Trustee within thirty (30) days of such failure, such Advancing Agentshall be deemed to have automatically (and without the need for any act on thepart of any Person) resigned as an advancing agent hereunder and the Trusteeshall automatically (and without the need for any act on the part of anyPerson) assume the capacity of the successor Advancing Agent hereunder.  Thereafter, the Trustee shall be entitled toreceive, in consideration of becoming the successor Advancing Agent, theAdvancing Agent Fee (for so long as the Trustee acts as successor AdvancingAgent) in lieu of the Backup Advancing Agent Fee in accordance with thePriority of Payments.

262

----

### (f)       If the Advancing Agentshall resign or be removed, upon receiving such notice of resignation orremoval, the Issuer and the Co-Issuer shall promptly appoint a successoradvancing agent by written instrument, in duplicate, executed by an AuthorizedOfficer of the Issuer and an Authorized Officer of the Co-Issuer, one copy ofwhich shall be delivered to the Advancing Agent so resigning and one copy tothe successor Advancing Agent, together with a copy to each Noteholder, theTrustee, each Hedge Counterparty and the Collateral Manager; provided**that such successor Advancing Agent shall be appointed onlysubject to satisfaction of the Rating Agency Condition and upon the writtenconsent of a Majority of the Preferred Shares. If no successor Advancing Agent shall have been appointed and aninstrument of acceptance by a successor Advancing Agent shall not have beendelivered to the Advancing Agent within thirty (30) days after the giving ofsuch notice of resignation, the resigning Advancing Agent, the Trustee or anyPreferred Shareholder, on behalf of himself and all others similarly situated,may petition any court of competent jurisdiction for the appointment of asuccessor Advancing Agent.

### (g)      The Issuer and theCo-Issuer shall give prompt notice of each resignation and each removal of theAdvancing Agent and each appointment of a successor Advancing Agent by mailingwritten notice of such event by first class mail, postage prepaid, to eachRating Agency, each Hedge Counterparty and to the Holders of the Notes as theirnames and addresses appear in the Notes Register.

### (h)      No resignation or removalof the Advancing Agent and no appointment of a Successor Advancing Agent shallbecome effective until the acceptance of appointment by the Successor AdvancingAgent.

## Section 17.6           Acceptance of Appointment by SuccessorAdvancing Agent.

### (a)      Every successor AdvancingAgent appointed hereunder shall execute, acknowledge and deliver to the Issuer,the Co-Issuer, each Hedge Counterparty, the Collateral Manager, the Trustee andthe retiring Advancing Agent an instrument accepting such appointment.  Upon delivery of the required instruments,the resignation or removal of the retiring Advancing Agent shall becomeeffective and such successor Advancing Agent, without any further act, deed orconveyance, shall become vested with all the rights, powers, trusts, duties andobligations of the retiring Advancing Agent.

### (b)      No appointment of asuccessor Advancing Agent shall become effective unless each Rating Agency hasconfirmed in writing that the employment of such successor would not adverselyaffect the rating on the Notes.

263

----

IN WITNESS WHEREOF, the parties hereto have executed and delivered thisIndenture as of the day and year first above written.
|        | Executed as a  Deed                                                                                                                                                                                                             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                            |   |
|   | GRAMERCY REAL  ESTATE CDO 2006-1,  LTD., as Issuer                                                                                                                                                                              |
|   |                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                            |   |
|   | By                                                                                                                                                                                                                              |   |
|   |                                                                                                                                                                                                                            | Name: |
|   |                                                                                                                                                                                                                            | Title: |
|   |                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                            |   |
|   | Witness:                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                            |   |
|   | GRAMERCY REAL  ESTATE CDO 2006-1  LLC, as Co-Issuer                                                                                                                                                                             |
|   |                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                            |   |
|   | By:                                                                                                                                                                                                                             |   |
|   |                                                                                                                                                                                                                            | Name: |
|   |                                                                                                                                                                                                                            | Title: |
|   |                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                            |   |
|   | WELLS FARGO  BANK, NATIONAL ASSOCIATION, solely as Trustee, Paying Agent, Calculation  Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing  Agent and Notes Registrar and not in its individual capacity |
|   |                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                            |   |
|   | By:                                                                                                                                                                                                                             |   |
|   |                                                                                                                                                                                                                            | Name: |
|   |                                                                                                                                                                                                                            | Title: |

 

----

 
|        | GKK LIQUIDITY  LLC, as Advancing Agent |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    |   |
|   |                                   | Name: |
|   |                                   | Title: |

 

----