MBIA INC.d18rn0p25nwr6d.cloudfront.net/CIK-0000814585/d44a80ee... · 2019. 7. 11. · UNITED STATES...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2019 (July 10, 2019)

MBIA INC.(Exact name of registrant as specified in its charter)

Connecticut 1-9583 06-1185706

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

1 Manhattanville Road, Suite 301

Purchase, New York 10577(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:914-273-4545

Not Applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each Class TradingSymbol

Name of Each Exchangeon Which Registered

Common Stock, par value $1 per share MBI New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Forward-Looking Statements

The information contained in this Current Report should be read in conjunction with our filings made with the Securities and Exchange Commission. Thisreport includes statements that are not historical or current facts and are “forward-looking statements” made pursuant to the safe harbor provisions of thePrivate Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “project,” “plan,” “expect,” “intend,” “will likely result,” “lookingforward” or “will continue,” and similar expressions identify forward-looking statements. These statements are subject to certain risks and uncertainties thatcould cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other risks anduncertainties, increased credit losses or impairments on public finance obligations that National Public Finance Guarantee Corporation (“National”) insuresissued by state, local and territorial governments and finance authorities and other providers of public services, located in the U.S. or abroad, that areexperiencing fiscal stress; the possibility that loss reserve estimates are not adequate to cover potential claims; a disruption in the cash flow from National oran inability to access the capital markets and our exposure to significant fluctuations in liquidity and asset values in the global credit markets as a result ofcollateral posting requirements; our ability to fully implement our strategic plan; the possibility that MBIA Insurance Corporation will have inadequateliquidity or resources to timely pay claims as a result of higher than expected losses on certain insured transactions or as a result of a delay or failure incollecting expected recoveries, which could lead the New York State Department of Financial Services (“NYSDFS”) to put MBIA Corp. into arehabilitation or liquidation proceeding under Article 74 of the New York Insurance Law and/or take such other actions as the NYSDFS may deemnecessary to protect the interests of MBIA Insurance Corporation’s policyholders; deterioration in the economic environment and financial markets in theUnited States or abroad, real estate market performance, credit spreads, interest rates and foreign currency levels; and the effects of changes togovernmental regulation, including insurance laws, securities laws, tax laws, legal precedents and accounting rules. These and other factors that could affectfinancial performance or could cause actual results to differ materially from estimates contained in or underlying the MBIA Inc.’s (the “Company”)forward-looking statements are discussed under the “Risk Factors” section in MBIA Inc.’s most recent Annual Report on Form 10-K and Quarterly Reporton Form 10-Q, which may be updated or amended in the Company’s subsequent filings with the Securities and Exchange Commission. The Companycautions readers not to place undue reliance on any such forward-looking statements, which speak only to their respective dates. The Company undertakesno obligation to publicly correct or update any forward-looking statement if it later becomes aware that such result is not likely to be achieved.

Item 1.01 Entry into a Material Definitive Agreement .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

MBIA Insurance Corp. Entry into Refinancing of MZ Funding Facility

MBIA Inc. (“the Company”) today announced that its wholly-owned subsidiary, MBIA Insurance Corp. (“MBIA Corp.”), has consummated the refinancetransaction previously disclosed in the Company’s Form 8-K filing dated June 10, 2019. The June 10, 2019 Form 8-K described the material terms of thetransaction. Such description is qualified in its entirety by reference to the description below and by the Exhibits attached hereto.

In the subject transaction, MBIA Corp. consummated a refinancing facility with MZ Funding LLC (“MZF”) and certain note purchasers, pursuant to whichthe purchasers or their affiliates (collectively, the “Senior Lenders”) refinanced the outstanding insured senior notes of MZF and the Company refinancedthe outstanding insured subordinated notes of MZF (the Senior Lenders and the Company being referred to herein as, the “Lenders”) in the amounts and onthe terms described below.

In connection with the refinance transaction, original notes issued by MZF on January 10, 2017 (the “Original MZF Notes”) were redeemed or amended, asapplicable, the Senior Lenders purchased new senior notes issued by MZF (the “Insured Senior Notes”) with an aggregate principal amount ofapproximately $277.7 million, and the Company received amended subordinated notes issued by MZF (the “Insured Subordinated Notes” and together withthe Insured Senior Notes, the “New MZF Notes”) with an aggregate principal amount of approximately $53.8 million (with the New MZF Notes replacingthe Original MZF Notes). The Company is not obligated to purchase additional Insured Subordinated Notes. The New MZF Notes will mature onJanuary 20, 2022 and will bear interest at 12% per annum, payable quarterly in arrears. Interest on the New MZF Notes will be payable in cash, but may bepayable in kind at the option of MBIA Corp.; however, proceeds of, or recoveries on, the collateral and the cash sweep amount (referred to below) must beused to pay interest or principal in cash.

MZF and MBIA Corp. had been parties to a credit agreement (the “Original Credit Agreement”) entered into on the date of issuance of the Original MZFNotes, pursuant to which MZF lent the proceeds of the Original MZF Notes to MBIA Corp. In connection with the refinance transaction, MZF and MBIACorp. entered into an amended and restated credit agreement (the “New Credit Agreement” and the loans thereunder, the “MBIA Loans”). The maturitydate of the New Credit Agreement and the New MZF Notes is January 20, 2022. MBIA Corp. issued new financial guaranty insurance policies (the “MBIACorp. Policies”) unconditionally and irrevocably guaranteeing the timely payment of all principal and interest payments under the New MZF Notes, whichobligations will be pari passu with the other insurance policy obligations of MBIA Corp., and are substantially similar to the policies that had been issued onthe Original MZF Notes. The MBIA Corp. Policies will be held for the benefit of all holders of the New MZF Notes. When the New MZF Notes or aninterest therein is transferred, the transferee will become automatically entitled to the benefits of the MBIA Corp. Policies. The New MZF Notes and theMBIA Loans are referred to herein as the “Facility.”

The Facility is secured by, among other things, all of MBIA Corp.’s right, title and interest in the recovery of its claims from Zohar CDO 2003-1, Limited(“Zohar I”) and Zohar II 2005-1, Limited (“Zohar II”) which include, among other things, loans made to, and various equity or LLC interests in, certainportfolio companies purportedly controlled by the sponsor and former collateral manager of Zohar I and Zohar II (the “Zohar Sponsor”) and claims that mayexist against the Zohar Sponsor (together with additional assets set forth on an amended and restated security agreement, the “Collateral”). Pursuant to theterms of an intercreditor agreement entered into in connection with the refinance transaction (the “Intercreditor Agreement”), the Insured Senior Notes havea first priority security interest in the Collateral, which ranks senior in priority and payment to the Insured Subordinated Notes, and claims arising under theinsurance policy in respect of the Insured Subordinated Notes are subordinated to claims arising under the insurance policy in respect of the Insured SeniorNotes.

Zohar I and Zohar II are debtors in chapter 11 cases currently pending before the Bankruptcy Court for the District of Delaware. The monetization of theZohar collateral is subject to the terms of a Settlement Agreement between, among other parties, MBIA Corp., the Zohar Sponsor, and the Zohar debtors,which was filed with and approved by the Bankruptcy Court for the District of Delaware presiding over the chapter 11 cases of Zohar I and Zohar II.

The issuance of the New MZF Notes is, except as noted above, on substantially the same terms as the Original MZF Notes, which were described in detailin the Company’s Form 8-K filed on January 10, 2017.

If at the end of any fiscal quarter, MBIA Corp’s “Available Liquidity” (as defined in the Facility) exceeds $100 million and MBIA Corp.’s “StatutorySurplus” (as defined in the Facility) exceeds $250 million, MBIA Corp. will make a payment on the MBIA Loans in the amount by which the AvailableLiquidity exceeds $100 million. Any repayment of principal on the MBIA Loans during the first 12 months will be subject to a make-whole payment, whicheffectively ensures that the Senior Lenders are entitled to 12% interest on the entire principal amount of the Insured Senior Notes for one year. At any timethat the MBIA Loans are repaid, MZF is required to apply the repayment first to the payment of interest and principal on the Insured Senior Notes and, afterthe Insured Senior Notes are paid in full, to the payment of the Insured Subordinated Notes, subject to certain reimbursements payable to MBIA Corp.

The description of the Facility described herein is qualified by reference to the Exhibits attached hereto.

A copy of each of the following documents, in each case dated as of July 10, 2019, is attached hereto as Exhibits 99.1 through 99.10 and is incorporatedherein by reference:

(i) Senior Note Indenture, between MZ Funding, as issuer, and WSFS, as trustee and collateral agent;

(ii) Form of $277,678,000 12% Senior Secured Notes, due January 2022, issued pursuant to the Senior Note Indenture;

(iii) Amended and Restated Subordinated Note Indenture, between MZ Funding, as issuer, and WSFS, as indenture trustee and collateral agent;

(iv) Form of Amended and Restated $53,836,742.98 12% Subordinated Secured Notes, due January 2022, issued pursuant to the Amended andRestated Subordinated Note Indenture;

(v) Amended and Restated Credit Agreement, between MBIA Corp., as borrower, and MZ Funding, as lender;

(vi) Amended and Restated Security Agreement, between MBIA Corp., as grantor, and MZ Funding, as secured party;

(vii) Security Agreement, between MZ Funding, as grantor, and WSFS, as collateral agent under the Senior Note Indenture;

(viii) Amended and Restated Security Agreement, between MZ Funding, as grantor, and WSFS, as collateral agent under the Amended and RestatedSubordinated Note Indenture;

(ix) Pledge Agreement, between the Company, as pledgor, and WSFS, as collateral agent under the Senior Note Indenture; and

(x) Intercreditor Agreement, among WSFS, in its capacities as trustee under the Senior Note Indenture and the Amended and RestatedSubordinated Note Indenture, MBIA Corp., as insurer, and MZ Funding.

Item 9.01 Financial Statements and Exhibits .

99.1 Senior Note Indenture, between MZ Funding, as issuer, and WSFS, as trustee and collateral agent;

99.2 Form of $277,678,000 12% Senior Secured Notes, due January 2022, issued pursuant to the Senior Note Indenture;

99.3

Amended and Restated Subordinated Note Indenture, between MZ Funding, as issuer, and WSFS, as indenture trustee and collateralagent;

99.4

Form of Amended and Restated $53,836,742.98 12% Subordinated Secured Notes, due January 2022, issued pursuant to the Amendedand Restated Subordinated Note Indenture;

99.5 Amended and Restated Credit Agreement, between MBIA Corp., as borrower, and MZ Funding, as lender;

99.6 Amended and Restated Security Agreement, between MBIA Corp., as grantor, and MZ Funding, as secured party;

99.7 Security Agreement, between MZ Funding, as grantor, and WSFS, as collateral agent under the Senior Note Indenture;

99.8

Amended and Restated Security Agreement, between MZ Funding, as grantor, and WSFS, as collateral agent under the Amended andRestated Subordinated Note Indenture;

99.9 Pledge Agreement, between the Company, as pledgor, and WSFS, as collateral agent under the Senior Note Indenture; and

99.10

Intercreditor Agreement, among WSFS, in its capacities as trustee under the Senior Note Indenture and the Amended and RestatedSubordinated Note Indenture, MBIA Corp., as insurer, and MZ Funding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

MBIA INC.

By: /s/ Jonathan C. Harris Jonathan C. Harris General Counsel

Date: July 10, 2019

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Dated July 10, 2019 99.1 Senior Note Indenture, between MZ Funding, as issuer, and WSFS, as trustee and collateral agent;

99.2 Form of $277,678,000 12% Senior Secured Notes, due January 2022, issued pursuant to the Senior Note Indenture;

99.3 Amended and Restated Subordinated Note Indenture, between MZ Funding, as issuer, and WSFS, as indenture trustee and collateral agent;

99.4

Form of Amended and Restated $53,836,742.98 12% Subordinated Secured Notes, due January 2022, issued pursuant to the Amended andRestated Subordinated Note Indenture;

99.5 Amended and Restated Credit Agreement, between MBIA Corp., as borrower, and MZ Funding, as lender;

99.6 Amended and Restated Security Agreement, between MBIA Corp., as grantor, and MZ Funding, as secured party;

99.7 Security Agreement, between MZ Funding, as grantor, and WSFS, as collateral agent under the Senior Note Indenture;

99.8

Amended and Restated Security Agreement, between MZ Funding, as grantor, and WSFS, as collateral agent under the Amended and RestatedSubordinated Note Indenture;

99.9 Pledge Agreement, between the Company, as pledgor, and WSFS, as collateral agent under the Senior Note Indenture; and

99.10

Intercreditor Agreement, among WSFS, in its capacities as trustee under the Senior Note Indenture and the Amended and Restated SubordinatedNote Indenture, MBIA Corp., as insurer, and MZ Funding.

Exhibit 99.1

Execution Version

MZ FUNDING LLC,

as Issuer,

and

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Trustee and as Collateral Agent

INDENTURE

Dated as of July 10, 2019

12% Senior Secured Notes due 2022

Table of Contents Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 11 SECTION 1.03. Rules of Construction 12 SECTION 1.04. Agent for Service; Submission to Jurisdiction; Waiver of Immunities 12 SECTION 1.05. Currency 13 SECTION 1.06. No Incorporation by Reference of Trust Indenture Act 13

ARTICLE II THE SECURITIES

SECTION 2.01. Form and Dating 13 SECTION 2.02. Execution and Authentication 13 SECTION 2.03. Registrar and Paying Agent 14 SECTION 2.04. Paying Agent To Hold Money in Trust 14 SECTION 2.05. Lists of Holders of Securities 14 SECTION 2.06. Transfer and Exchange 15 SECTION 2.07. Replacement Securities 15 SECTION 2.08. Outstanding Securities 15 SECTION 2.09. Temporary Securities 16 SECTION 2.10. Cancellation 16 SECTION 2.11. Payment of Interest 16 SECTION 2.12. Defaulted Interest 16 SECTION 2.13. CUSIP Numbers, ISINs, etc 17 SECTION 2.14. Claims Under Insurance Policy 17 SECTION 2.15. Persons Deemed Owner 18 SECTION 2.16. Rule 144A Information 18 SECTION 2.17. Investment Company Act Procedures 18

ARTICLE III REDEMPTION

SECTION 3.01. Notices to Trustee 21 SECTION 3.02. Selection of Securities to Be Redeemed 21 SECTION 3.03. Notice of Redemption 21 SECTION 3.04. Effect of Notice of Redemption 22 SECTION 3.05. Deposit of Redemption Price 22

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SECTION 3.06. Securities Redeemed in Part 22 SECTION 3.07. Optional Redemption 23 SECTION 3.08. Payment of Principal 23 SECTION 3.09. Payment at Maturity 23

ARTICLE IV COVENANTS

SECTION 4.01. Payment of Securities 24 SECTION 4.02. Corporate Existence; Compliance with Operating Agreement 24 SECTION 4.03. Limitation on Liens 24 SECTION 4.04. Limitation on Indebtedness 24 SECTION 4.05. Limitation on Investments 24 SECTION 4.06. Maintenance of Property; Insurance 24 SECTION 4.07. Financial Reports and Other Information 24 SECTION 4.08. Inspection Rights 25 SECTION 4.09. Conduct of Business 25 SECTION 4.10. Use of Proceeds; Margin Regulations; Company Activities 26 SECTION 4.11. Limitation on Dividends 26 SECTION 4.12. Maintenance of Accounts 26 SECTION 4.13. Performance under MBIA Facility 27 SECTION 4.14. Taxes 27 SECTION 4.15. Compliance with Laws; Policies and Procedures 28 SECTION 4.16. Limitation on Modifications 28 SECTION 4.17. Further Assurances 28 SECTION 4.18. Post-Bankruptcy Restrictions 28

ARTICLE V SUCCESSOR COMPANY

SECTION 5.01. Consolidation, Merger and Sale of Assets 29

ARTICLE VI DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default 29 SECTION 6.02. Acceleration of Maturity; Rescission and Annulment 30 SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee 32 SECTION 6.04. Trustee May File Proofs of Claim 33 SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities 33

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Table of Contents Page SECTION 6.06. Application of Money Collected 33 SECTION 6.07. Limitation on Suits 34 SECTION 6.08. Unconditional Contractual Right of Holders to Receive Principal, Premium and Interest 34 SECTION 6.09. Restoration of Rights and Remedies 35 SECTION 6.10. Rights and Remedies Cumulative 35 SECTION 6.11. Delay or Omission Not Waiver 35 SECTION 6.12. Control by Holders 35 SECTION 6.13. Waiver of Past Defaults 35 SECTION 6.14. Undertaking for Costs 36 SECTION 6.15. Waiver of Stay or Extension Laws 36 SECTION 6.16. Subrogation Rights of the Insurer 36

ARTICLE VII TRUSTEE

SECTION 7.01. Duties of Trustee 36 SECTION 7.02. Rights of Trustee 38 SECTION 7.03. Individual Rights of Trustee 39 SECTION 7.04. Trustee’s Disclaimer 39 SECTION 7.05. Notice of Defaults 39 SECTION 7.06. Compensation and Indemnity 40 SECTION 7.07. Replacement of Trustee 40 SECTION 7.08. Successor Trustee by Merger 41 SECTION 7.09. Corporate Trustee Required; Eligibility 41

ARTICLE VIII [RESERVED]

ARTICLE IX SATISFACTION AND DISCHARGE

SECTION 9.01. Satisfaction and Discharge of Indenture 42

ARTICLE X AMENDMENT AND WAIVER

SECTION 10.01. Without Consent of Holders 42 SECTION 10.02. With Consent of Holders 43 SECTION 10.03. Execution of Amendments 45 SECTION 10.04. Effect of Amendments 45 SECTION 10.05. Reference in Securities to Amendment 45 SECTION 10.06. Notice of Amendments 45

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ARTICLE XI SECURITY

SECTION 11.01. Security Documents; Additional Collateral 45 SECTION 11.02. Releases of Collateral 45 SECTION 11.03. Release Documentation 46 SECTION 11.04. Possession and Use of Collateral; No Impairment of the Security Interests 46 SECTION 11.05. Collateral Agent 46 SECTION 11.06. Replacement of Collateral Agent 48 SECTION 11.07. Purchaser Protected 49 SECTION 11.08. Authorization of Receipt of Funds by the Trustee Under the Security Documents 49 SECTION 11.09. Powers Exercisable by Receiver or Trustee 49 SECTION 11.10. Compensation and Indemnification 49 SECTION 11.11. Form of Security Documents and Opinions 49

ARTICLE XII ADDITIONAL AMOUNTS

SECTION 12.01. Payment of Additional Amounts 49

ARTICLE XIII MISCELLANEOUS

SECTION 13.01. Notices 51 SECTION 13.02. Certificate as to Conditions Precedent 52 SECTION 13.03. Statements Required in Certificate or Opinion 53 SECTION 13.04. Rules by Trustee, Paying Agent and Registrar 53 SECTION 13.05. Legal Holidays 53 SECTION 13.06. Governing Law; Waiver of Jury Trial 53 SECTION 13.07. No Recourse Against Others 54 SECTION 13.08. Successors 54 SECTION 13.09. Counterparts 54 SECTION 13.10. Table of Contents; Headings 54 SECTION 13.11. U.S.A. Patriot Act 54 SECTION 13.12. Tax Characterization 55 SECTION 13.13. Multiple Roles 55 SECTION 13.14. Confidentiality 55 SECTION 13.15. Benefits of Indenture 55

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APPENDICES

Appendix A

Exhibit 1.1 to Appendix A – Form of 144A Global Security

Exhibit 1.2 to Appendix A – Form of Regulation S Global Security

Exhibit 1.3 to Appendix A – Form of Institutional Accredited Investor Security

Appendix B – Form of Certificate of Transfer

Appendix C – Form of Certificate of Exchange

Appendix D – Form of Equity Pledge Agreement

Appendix E – Form of Interest and Principal Payment Certification

Appendix F – Form of Security Agreement

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INDENTURE dated as of July 10, 2019, among MZ Funding LLC, a Delaware limited liability company (the “ Company ”), as issuer, andWilmington Savings Fund Society, FSB, as trustee (the “ Trustee ”) and as Collateral Agent.

RECITALS

The Company has duly authorized the issuance of $277,678,000.00 aggregate principal amount of 12% Senior Secured Notes due 2022, and toprovide therefor the Company has duly authorized the execution and delivery of this Indenture.

All things necessary to make the Securities (as defined below), when executed by the Company, authenticated and delivered hereunder and dulyissued by the Company, the valid and binding obligations of the Company, and to make this Indenture a valid and legally binding agreement of theCompany, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for thebenefit of each other and the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions .

“ 12% Senior Secured Notes due 2022 ” means the Securities.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls oris controlled by, or is under common control with, the Person specified. For the purposes of this definition, “control” when used with respect to anyspecified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of votingsecurities or other beneficial interest, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“ Anti-Corruption Laws ” means all laws, rules and regulations of any jurisdiction applicable to the Company and MBIA Corp. from time to timeconcerning or relating to bribery, money laundering, or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977,as amended from time to time, and the United Kingdom’s Bribery Act 2010, as amended from time to time.

“ Applicable Procedures ” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Security, the rulesand procedures of the Depositary that apply to such transfer, redemption or exchange.

“ Bankruptcy Law ” means Title 11 of the United States Code or any similar federal, state or foreign law for the relief of debtors.

“ Business Day ” means each day which is not a Legal Holiday.

“ Capital or Financing Lease ” means any lease obligation of a Person incurred with respect to real property or equipment acquired or leased by suchPerson and used in its business that is required to be recorded as a capital or financing lease in accordance with GAAP.

“ Change of Control ” means, at any time, the failure of MBIA Inc. to directly, legally and beneficially own 100% of the Equity Interests of (a) theCompany or (b) MBIA Corp.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means all property (whether real or personal) with respect to which any security interests have been granted (or purported to be granted)pursuant to any Security Document until the Lien on such property has been released or terminated in accordance with this Indenture or the applicableSecurity Document.

“ Collateral Agent ” means Wilmington Savings Fund Society, FSB, acting in its capacity as Collateral Agent for the Secured Creditors, and anysuccessor Collateral Agent appointed hereunder pursuant to Section 11.06.

“ Collateral Grantor ” means MBIA Inc. and each other affiliate of the Company that becomes a party to a Security Document from time to time.

“ Collection Account ” means that certain non-interest-bearing account number CM 130724-1 held in the name of the Company at the Deposit Bankwhich shall at all times be subject to the Liens of the Collateral Agent and, if the Deposit Bank is not the Trustee, governed by the Collection AccountControl Agreement.

“ Collection Account Control Agreement ” means an account control agreement among the Company, the Collateral Agent, the collateral agent underthe Subordinated Indenture and the Deposit Bank with respect to the Collection Account, if the Deposit Bank is not the Trustee, in form and substancereasonably satisfactory to the Collateral Agent and the Majority Holders.

“ Company Operating Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of MZ Funding LLC, dated asof the date hereof.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“ Corporate Trust Office ” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, whichoffice at the date hereof is located at 500 Delaware Avenue, Wilmington, Delaware 19801, Attn.: Corporate Trust Administration, or such other address asthe Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (orsuch other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“ Datasite ” means a datasite maintained under Section 5.01(d) of the MBIA Credit Agreement.

“ Default ” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“ Deposit Bank ” means Wilmington Savings Fund Society, FSB or such other bank with the consent of the Majority Holders.

“ Depositary ” means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as theDepositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to theapplicable provisions of this Indenture.

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“ Environmental Law ” means any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafterin effect, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of the environment, health, safety ornatural resources, in each case, relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of any Hazardous Materials.

“ Equity Interests ” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of orinterests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liabilitycompany membership interest, but excluding any debt security that is convertible into, or exchangeable for, such interests in equity.

“ Equity Pledge Agreement ” means that certain Pledge Agreement, dated as of the date hereof, by MBIA Corp. in favor of the Collateral Agent forthe benefit of the Secured Creditors and attached hereto as Appendix D .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b)of the Code) as the Company, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of theCode) with the Company or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Company, anycorporation described in clause (a) above or any trade or business described in clause (b) above.

“ ERISA Event ” means (a) a Reportable Event with respect to a Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Plan subjectto Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessationof operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISAAffiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA) orinsolvent (within the meaning of Section 4245 of ERISA); (d) the filing of a notice of intent to terminate or the treatment of a Plan amendment as atermination under Section 4041 or 4041A of ERISA, respectively, (e) the institution by the PBGC of proceedings to terminate a Plan or MultiemployerPlan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,any Plan or Multiemployer Plan; (g) the determination that any Plan is considered an at-risk plan within the meaning of Section 430 of the Code orSection 303 of ERISA; (h) the determination that any Multiemployer Plan is considered a plan in endangered or critical status within the meaning ofSections 431 and 432 of the Code or Sections 304 and 305 of ERISA; (i) the imposition of any liability under Title IV of ERISA, other than for PBGCpremiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate; (j) the conditions for the imposition of a lienunder Section 430(k) of the Code or Section 303(k) of ERISA shall have been met with respect to any Plan; or (k) any other event or condition with respectto a Plan or Multiemployer Plan that could result in liability of the Company, other than in the usual course.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

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“ GAAP ” means generally accepted accounting principles in the United States set forth in the statements and pronouncements of the FinancialAccounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,which are in effect as of the date of determination.

“ Guarantee ” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation ofany other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person(whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, totake-or-pay, or to maintain financial statement conditions or otherwise); or

(b) entered into for the primary purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the paymentthereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided , however , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term“Guarantee” used as a verb has a corresponding meaning.

“ Holder ” means the Person in whose name a Security is registered on the Registrar’s books; provided that for purposes of Article X hereto, “Holder”shall not include the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor other than as provided inSection 2.14(c).

“ Indebtedness ” of a Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds,debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations (excluding any prepaid interest thereon)of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations orretentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations (including, without limitation, earnoutobligations) of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than (i) tradedebt incurred in the ordinary course of business and due within six months of the incurrence thereof and (ii) expenses accrued in the ordinary course ofbusiness) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangementsor under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingentor otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or notthe obligations secured thereby have been assumed, (g) all guaranty obligations of such Person with respect to Indebtedness of another Person, (h) theprincipal portion of all Capital or Financing Lease obligations plus any accrued interest thereon, (i) all net obligations of such Person under hedgingagreements, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, withoutduplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred equity interests issued by such Person, (l) the principal balanceoutstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product plus any accruedinterest thereon, (m) all obligations of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer solely tothe extent such obligations are recourse to such Person and (n) obligations of such Person under non-compete agreements to the extent such obligations arequantifiable contingent obligations of such Person under GAAP principles.

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“ Indenture ” means this Indenture as amended or otherwise modified from time to time.

“ Indirect Participant ” means a Person who holds a beneficial interest in a Global Security through a Participant.

“ Insolvency Proceeding ” means any case, proceeding or other action by or against any Person (a) under any existing or future law (including anyagency or department with jurisdiction over insurance companies) of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,reorganization, rehabilitation, liquidation, conservatorship, receivership or relief of debtors, seeking to have an order for relief entered with respect to it, orseeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition,rehabilitation or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, trustee, custodian, conservator, rehabilitator, liquidatoror other similar official for it or for all or any substantial part of its assets.

“ Institutional Accredited Investor ” means an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D.

“ Insurance Agreement ” means the Insurance and Indemnity Agreement dated as of the date hereof by and between the Company, the Insurer andWilmington Savings Fund Society, FSB, as trustee under this Indenture and the Subordinated Facility.

“ Insurance Policy ” means insurance policy no. 1406071, dated as of the date hereof, issued by MBIA Corp. to the Trustee on behalf of the Holdersand insuring the timely payment of principal and interest under the Securities.

“ Insurance Policy Claim Amount ” means, for any Insured Payment Date, (x) the Insured Amounts for such Insured Payment Date minus (y) anyamount held or received by the Trustee or the Paying Agent in accordance with this Indenture for payment on the Securities on such related payment date,whether or not those funds are properly applied by the Trustee or Paying Agent.

“ Insured Payment Date ” means at or before 11:00 a.m., New York City time, on the later of (x) the Payment Date, on which the related InsuredAmount is due and (y) the next Business Day following receipt of a Notice of Claim in New York, New York on a Business Day by the Insurer; providedthat if such Notice of Claim is received after 11:00 a.m., New York City time, on a Business Day, it will be deemed to be received on the followingBusiness Day.

“ Insurer ” means MBIA Corp., as issuer of the Insurance Policy.

“ Insurer Default ” means the occurrence and continuance of any of the following events:

(a) the Insurer shall have failed to make a payment required under the Insurance Policy in accordance with its terms;

(b) the Insurer shall have (i) filed a petition or commenced any case or proceeding under any provision or chapter of the United StatesBankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation based on actual or threatened insolvency,liquidation or reorganization, (ii) made a general assignment for the benefit of its creditors, or (iii) had an order for relief entered against it under theUnited States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation based on actual orthreatened insolvency, liquidation or reorganization which is final and nonappealable; or

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(c) a court of competent jurisdiction, the New York Department of Financial Services or other competent regulatory authority shall have entereda final and nonappealable order, judgment or decree (i) appointing a rehabilitator, custodian, trustee, agent or receiver for the Insurer or for all or anymaterial portion of its property or (ii) authorizing the taking of possession by a rehabilitator, custodian, trustee, agent or receiver of the Insurer (or thetaking of possession of all or any material portion of the property of the Insurer).

“ Insured Amounts ” has the meaning set forth in the Insurance Policy.

“ Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of the date hereof, by and among the Collateral Agent, WilmingtonSavings Fund Society, FSB, as subordinated collateral agent, and the Company.

“ Interest and Principal Payment Certification ” means an Interest and Principal Payment Certification for such Interest Payment Date in substantiallythe form of Appendix E with such changes as agreed to by the Company and MBIA Corp.; provided that the written objection of the Majority Holders hasnot been received by the Trustee on or before the 5th Business Day after a copy thereof has been sent to the Holders by the Trustee.

“ Interest Payment Date ” means each March 31, June 30, September 30 and December 31, commencing on September 30, 2019.

“ Investment ” shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of EquityInterests, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially all of the assets of any Person, (b) anydeposit with, or advance, loan or other extension of credit to, any Person (other than deposits made in the ordinary course of business) or (c) any othercapital contribution to or investment in any Person, including, without limitation, any guaranty obligation (including any support for a letter of credit issuedon behalf of such Person) incurred for the benefit of such Person.

“ Investment Grade ” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating ofBBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and a rating of BBB- or better by Fitch (or its equivalent under anysuccessor rating categories of Fitch).

“ IRS ” means the Internal Revenue Service.

“ Issue Date ” means July 10, 2019.

“ Legal Holiday ” means a Saturday, Sunday or other day on which banking institutions are not required by law or regulation to be open in the Stateof New York.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, onor of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capital or Financing Lease or title retention agreement (or anyfinancing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchaseoption, call or similar right of a third party with respect to such securities.

“ Loan Administration Agreement ” means that certain Loan Administration Agreement, dated as of the date hereof, by and among the Trustee, theLoan Administrator and MBIA Corp.

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“ Loan Administrator ” has the meaning given to such term in the Loan Administration Agreement.

“ Majority Holders ” means, as of any date, the Holders of a majority in aggregate principal amount of the Outstanding Securities on such date.

“ Make-Whole Premium ” shall mean, with respect to any Securities on any applicable date of repayment of such Securities whether by acceleration,redemption, or otherwise, on or prior to the Make-Whole Termination Date, the amount as calculated by the Company as equal to the product of(i) principal so repaid or redeemed, (ii) 12%, (iii) the number of days from and excluding the date of such repayment to and including the one-yearanniversary of the Issue Date and (iv) 1/360.

“ Make-Whole Termination Date ” means the 366 th day after the Issue Date.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, financial condition or results of operations of the Company,MBIA Corp. or MBIA Inc., (b) the Company’s or MBIA Corp.’s ability to perform any of its payment obligations under this Indenture, the other NoteDocuments or the MBIA Facility, or (c) the rights and remedies of the Trustee, the Collateral Agent and/or the Holders under this Indenture and the otherNote Documents.

“ Material Non-Public Information ” means any material non-public information within the meaning of the rules and regulations of the Exchange Act.

“ Maturity ”, when used with respect to any Security, means the date on which the principal of such Security becomes due and payable in full astherein or herein provided, whether at the Stated Maturity or by declaration of acceleration, automatic acceleration in accordance with Section 6.02 hereof,notice of redemption, exercise of a Holder’s option to require the Company to purchase or repay the Security, or otherwise.

“ MBIA Corp. ” means MBIA Insurance Corporation, a New York statutory insurance corporation.

“ MBIA Credit Agreement ” means that certain Amended and Restated Credit Agreement, dated as of the date hereof, by and between the Company,as lender, and MBIA Corp., as borrower.

“ MBIA Facility ” means the MBIA Credit Agreement and the other Credit Documents (as defined in the MBIA Credit Agreement).

“ MBIA Inc. ” means MBIA Inc., a Connecticut corporation.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliatemakes or is obligated to make contributions.

“ Note Documents ” means this Indenture, the Securities, the Note Purchase Agreement, the Insurance Policy, the Insurance Agreement, theIntercreditor Agreement, the Loan Administration Agreement, any acknowledgments to collateral assignment executed in connection with the Securitiesand each Security Document, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time.

“ Notes Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company arising under this Indenture, theSecurities, the Insurance Policy, the Insurance Agreement and the Security Documents (including all principal, premium (including the Make-WholePremium), interest, penalties, fees, charges, expenses (including reasonable fees and expenses of attorneys, agents, and

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advisors), indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable or arising thereunder), whether director indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interestand fees that accrue after the commencement by or against the Company of any proceeding in bankruptcy or insolvency law naming such Person as thedebtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ Note Purchase Agreement ” means that certain Note Purchase Agreement, dated as of June 10, 2019, by and among the Company, as issuer, and thepurchasers named therein.

“ Officer ” means with respect to any Person any one of the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer,Chief Legal Officer, any Executive Vice President, Managing Director, Director, Vice President, Treasurer, any Assistant Treasurer or the Secretary of suchPerson.

“ Officer’s Certificate ” means a certificate signed by any Officer of such Person, and delivered to the Trustee or the Collateral Agent, as applicable.

“ Opinion of Counsel ” means a written opinion of counsel who shall be reasonably acceptable to the Trustee or the Collateral Agent, as applicable.

“ Organizational Documents ” with respect to any Person shall mean, as applicable, such Person’s certificate of incorporation, memorandum andarticles of association, certificate of formation (including, without limitation, by the filing or modification of any certificate of designation), by-laws orlimited liability company agreement or, in each case, equivalent organizational documents.

“ Outstanding ”, when used with respect to Securities, means, as of any date of determination, all Securities theretofore authenticated and deliveredunder this Indenture (including any increases in the principal amount thereof resulting from the payment of interest thereon in the form of PIK Interest),except:

(d) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(e) Securities, or portions thereof for which payment or redemption money in the necessary amount has been theretofore deposited with theTrustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as itsown Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been dulygiven pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(f) Securities which have been issued pursuant to Section 2.07 or in exchange for or in lieu of which other Securities have been authenticatedand delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proofsatisfactory to it that such Securities are held by a “protected purchaser” (as defined in Article 8 of the UCC) in whose hands such Securities are validobligations of the Company;

provided , however , that Securities which have been paid with proceeds of the Insurance Policy shall continue to remain Outstanding for purposes of thisIndenture until the Insurer has been paid as subrogee hereunder or reimbursed pursuant to the Insurance Agreement as evidenced by a written notice fromthe Insurer delivered to the Trustee, and the Insurer shall be deemed to be the Holder thereof to the extent of any payments thereon made by the Insurer;provided , further , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand,authorization,

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direction, notice, consent or waiver hereunder, or are present at a meeting of Holders for quorum purposes, Securities owned by the Company or any otherobligor upon the Securities or any Affiliate (other than the Insurer, so long as the Holders (other than the Company or any Affiliate and the Insurer) havereceived 100% of the principal amount of the Securities plus the Make-Whole Premium, if any, and accrued and unpaid interest, if any, and any otherpayment then due and owing under the Note Documents) of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,except that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent orwaiver, only Securities which a Trust Officer actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in goodfaith may be regarded as Outstanding if the pledgee establishes the pledgee’s right so to act with respect to such Securities and that the pledgee is not theCompany or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“ Participant ” means, with respect to the Depositary, a Person who has an account with the Depositary.

“ Payment Date ” has the meaning set forth in the Insurance Policy.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Person ” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entityor organization, including any governmental authority.

“ PIK Interest ” means, with respect to any interest payment date, the interest paid-in-kind on the Securities in the form of (i) an increase in theoutstanding principal amount of the Securities or (ii) the issuance of PIK Securities as of such interest payment date.

“ Plan ” means any “employee benefit plan” (other than a Multiemployer Plan) within the meaning of Section 3(3) of ERISA that is maintained or iscontributed to by the Company or any ERISA Affiliate and is subject to Title IV of ERISA or the minimum funding standards under Section 412 of theCode or Section 302 of ERISA.

“ principal ” of a Security means the principal of the Security plus the premium including the Make-Whole Premium, if any, payable on the Securitywhich is due or overdue or is to become due at the relevant time.

“ Prior Senior Indenture ” means the Indenture, dated as of January 10, 2017, by and between the Company, as issuer, and the Trustee, as trustee andas collateral agent.

“ Prior Subordinated Indenture ” means the Subordinated Indenture, dated as of January 10, 2017, by and between the Company, as issuer, and theTrustee, as trustee and as collateral agent.

“ Private Placement Legend ” means the legend set forth in Section 2.3(e)(1) of Appendix A hereof to be placed on all Securities issued under thisIndenture except as otherwise permitted by the provisions of this Indenture.

“ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.

“ Qualified Purchaser ” means a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, andrelated rules.

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“ Record Date ” means each March 26, June 25, September 25 and December 26, commencing on September 25, 2019.

“ Regulation D ” means Regulation D promulgated under the Securities Act.

“ Regulation S ” means Regulation S promulgated under the Securities Act.

“ Related Parties ” means, as to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact, trustees,administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has beenwaived.

“ Rule 144 ” means Rule 144 promulgated under the Securities Act.

“ Rule 144A ” means Rule 144A promulgated under the Securities Act.

“ Rule 501 ” means Rule 501 of Regulation D promulgated under the Securities Act.

“ Rule 902 ” means Rule 902 of Regulation S promulgated under the Securities Act.



“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.government, including the Patriot Act and those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.Department of State, or (b) the United Nations Security Council or the European Union.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Secured Creditors ” means the Holders of the Securities, the Trustee and the Collateral Agent, each in their respective capacities.

“ Securities ” means the 12% senior secured notes due 2022 issued on the Issue Date pursuant to this Indenture and any PIK Securities.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended.

“ Security Agreement ” means that certain Security Agreement, dated as of the date hereof, by the Company in favor of the Collateral Agent for thebenefit of the Secured Creditors and attached hereto as Appendix F , and any other agreement entered into in respect of the Collateral.

“ Security Documents ” means the Security Agreement, the Equity Pledge Agreement and any account control agreement related thereto.

“ Stated Maturity ” means with respect to any Indebtedness, the date specified in the instrument governing such Indebtedness as the fixed date onwhich the principal of such Indebtedness or any installment thereof, or any installment of interest thereon, is scheduled to be due and payable, and shall notinclude any contingent obligations to repay, redeem or repurchase any such principal or interest prior to such date.

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“ Subordinated Facility ” means the Subordinated Indenture, the other Note Documents (as defined therein) and the transactions contemplatedthereunder.

“ Subordinated Indenture ” means the Amended and Restated Subordinated Indenture, dated as of the date hereof, by and between the Company, asissuer and Wilmington Savings Fund Society, FSB, as trustee and collateral agent.

“ Subsidiary ” means, for any Person, any other Person of which more than fifty percent (50%) of the outstanding stock or comparable equity interestshaving ordinary voting power for the election of the board of directors, managers, or comparable governing board or body of such other Person (irrespectiveof whether or not at the time stock or other equity interests of any other class or classes of such corporation or other entity shall have or might have votingpower by reason of the happening of any contingency), is at the time directly or indirectly owned by any such Person or by one or more of its Subsidiaries.

“ Trustee ” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“ Trust Officer ” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vicepresident, assistant vice president, senior associate, associate, trust officer or any other officer of the Trustee who customarily performs functions similar tothose performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of suchperson’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“ Voting Stock ” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock ofsuch person that is at the time entitled to vote generally in the election of the board of directors of such person.

SECTION 1.02. Other Definitions Term Defined in Section“144A Global Security” Appendix A 2.1(a)“Additional Amounts” 12.01(a)“Agent Members” Appendix A 2.1(b)“Appendix A” 2.01“Datasite” 4.07(c)“Deficiency Notice” 4.01“Definitive Security” Appendix A 1.1“Distribution Account” 4.12(d)“DTC” 2.03“Event of Default” 6.01“Global Security” Appendix A 2.1(a)“Global Security Legend” Appendix A 1.1“Institutional Accredited Investor Security” Appendix A 1.1“Paying Agent” 2.03“PIK Securities” 2.02“Registrar” 2.03“Regulation S Security” Appendix A 1.1“Rule 144A Security” Appendix A 2.1(a)“Taxing Jurisdiction” 12.01(a)“Trust Indenture Act” 1.06“withholding tax” 12.01(a)

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SECTION 1.03. Rules of Construction . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,”and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effectas the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall beconstrued as referring to such agreement, instrument or other document as from time to time amended or otherwise modified (subject to any restrictions onsuch amendments or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors andassigns, (c) the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Indenture in its entirety and not toany particular provision hereof, (d) all references herein to Articles, Sections, and Appendices shall be construed to refer to Articles and Sections of, andAppendices to, this Indenture, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and alltangible and intangible assets and properties, including cash, securities, accounts and general intangibles and (f) references to sections of, or rules under, theSecurities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

SECTION 1.04. Agent for Service; Submission to Jurisdiction; Waiver of Immunities . By the execution and delivery of this Indenture, the Company(i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Corporation Trust Center as its authorized agentupon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, this Indenture or any other Note Documentthat may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws orbrought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities in anyUnited States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit,action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to itsSecretary at its principal office specified in Section 13.01), shall be deemed in every respect effective service of process upon the Company in any such suit,action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents andinstruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shallbe Outstanding or any amounts shall be payable in respect of any Securities.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to thelaying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullestextent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether throughservice of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of themhereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities and any other Note Document, to the extentpermitted by law.

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SECTION 1.05. Currency . References herein to “$” are to lawful money of United States of America.

SECTION 1.06. No Incorporation by Reference of Trust Indenture Act . This Indenture is not qualified under the U.S. Trust Indenture Act of 1939, asamended (the “ Trust Indenture Act ”), and the Trust Indenture Act shall not apply to or in any way govern the terms of this Indenture. As a result, noprovisions of the Trust Indenture Act are incorporated into this Indenture.

ARTICLE IITHE SECURITIES

SECTION 2.01. Form and Dating . Provisions relating to the Securities are set forth in Appendix A attached hereto (“ Appendix A ”), which is herebyincorporated in, and expressly made part of, this Indenture. The Securities and the Trustee’s certificate of authentication shall be substantially in the form ofExhibit 1.1 to Appendix A, in the case of the 144A Global Securities, substantially in the form of Exhibit 1.2 and Exhibit 1.3 to Appendix A, in the case ofSecurities acquired by Non-US Persons pursuant to Regulation S under the Securities Act or by certain institutional accredited investors within the meaningof Rule 501(A)(1), (2), (3) or (7) of Regulation D under the Securities Act, respectively, each of which form is hereby incorporated in, and expressly made apart of, this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Companyis subject, if any, or usage ( provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be datedthe date of its authentication. The terms of the Securities set forth in Appendix A are part of the terms of this Indenture.

SECTION 2.02. Execution and Authentication . An Officer shall sign the Securities for the Company by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be validnevertheless.

A Security shall not be valid until an authorized signatory of the Trustee signs manually or by facsimile the certificate of authentication on theSecurity. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee, upon a written order of the Company signed by an Officer of the Company, together with the other documents required by Sections13.02 and 13.03, shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $277,678,000.00. Suchwritten order of the Company shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to beauthenticated and in connection with the issuance of any PIK Securities, Interest as provided in the following paragraph. For the avoidance of doubt, noOpinion of Counsel shall be required in order for the Trustee to authenticate Securities for original issuance on the Issue Date or PIK Securities for issuancein connection with any Interest Payment Date.

In connection with the payment of PIK Interest in respect of the Securities (including the PIK Securities), the Company shall be entitled, without theconsent of the Holders, to increase the outstanding principal amount of the Securities or issue additional Securities (the “ PIK Securities ”) under thisIndenture on the same terms and conditions as the Securities issued on the Issue Date (other than the issuance dates and the date from which interest willaccrue). The Securities and any PIK Securities subsequently issued under this Indenture shall be treated as a single class for all purposes under thisIndenture, including waivers, amendments, redemptions and offers to purchase.

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Each Global Security will represent such of the outstanding Securities as will be specified therein and each shall provide that it represents theaggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securitiesrepresented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions, transfers of Securities,conversions and payments of PIK Interest. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregateprincipal amount of outstanding Securities represented thereby will be made by the Trustee.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms ofsuch appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authenticationby the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service ofnotices and demands.

SECTION 2.03. Registrar and Paying Agent . The Company shall maintain, or cause to be maintained, an office or agency where Securities may bepresented for registration of transfer or for exchange (the “ Registrar ”) and an office or agency where Securities may be presented for payment (the “Paying Agent ”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrarsand one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate reasonablecompensation therefor pursuant to Section 7.06. The Company may change the Paying Agent or Registrar without prior notice to the Holders. The Companyor any of its Affiliates incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

The Company initially appoints The Depository Trust Company (“ DTC ”) to act as Depositary with respect to the Global Securities.

SECTION 2.04. Paying Agent To Hold Money in Trust . Subject to Section 2.11, prior to each due date of the principal of and interest on anySecurity, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shallrequire each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders of Securities or theTrustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default by theCompany in making any such payment. If the Company or any of its Affiliates acts as Paying Agent, it shall segregate the money held by it as Paying Agentand hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for anyfunds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to theTrustee.

SECTION 2.05. Lists of Holders of Securities . The Trustee shall preserve in as current a form as is reasonably practicable the most recent listavailable to it of the names and addresses of Holders of Securities. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing atleast five Business Days before each interest payment date with respect to Securities and at such other times as the Trustee may reasonably request inwriting, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities.

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SECTION 2.06. Transfer and Exchange . The Securities shall be issued in registered form and shall be transferable only upon the surrender of aSecurity for registration of transfer. When a Security is presented to the Registrar or a co-registrar, if any, with a request to register a transfer, the Registrarshall register the transfer as requested if the requirements of this Indenture (including Appendices A, B and C hereto) are met. When Securities arepresented to the Registrar or a co-registrar, if any, with a request to exchange them for an equal principal amount of Securities of other denominations, theRegistrar shall make the exchange as requested if the same requirements are met.

Anything to the contrary herein notwithstanding, a Security may be transferred only to the Depositary or to any other Person if both (i) such Person isa Qualified Purchaser and (ii) either such transfer is (x) to a QIB in compliance with Rule 144A, (y) an Institutional Accredited Investor or (z) in anOffshore Transaction (as defined in Rule 902) in compliance with Rule 903 or Rule 904.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under thisIndenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositaryparticipants or beneficial owners of interests in any Definitive Security or Global Security) other than to require delivery of such certificates and otherdocumentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine thesame to determine substantial compliance as to form with the express requirements hereof.

Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.07. Replacement Securities . If any mutilated Security is surrendered to the Trustee or either the Company or the Trustee receivesevidence to its satisfaction of the destruction, loss or theft of any Security, the Company shall issue and the Trustee, upon receipt of evidence ofauthentication in accordance with Section 2.02, shall authenticate a replacement Security if the Trustee’s requirements for replacement of Securities are met.An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee,any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Trustee and the Company each may chargesuch Holder for their expenses in replacing such Security.

Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally andproportionately with all other Securities duly issued hereunder.

SECTION 2.08. Outstanding Securities . Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled byit, those delivered to it for cancellation and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replacedSecurity is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code) in whose hands such Securities are validobligations of the Company.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay allprincipal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on andafter that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

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SECTION 2.09. Temporary Securities . Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticatetemporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considersappropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities anddeliver them in exchange for temporary Securities.

SECTION 2.10. Cancellation . The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agentshall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall canceland dispose of (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, paymentor cancellation in accordance with its retention policy then in effect, unless the Company directs the Trustee in writing to deliver canceled Securities to theCompany. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.

SECTION 2.11. Payment of Interest . Interest shall accrue on the Securities and any past due interest amounts thereon and shall be payable in cashquarterly in arrears at the rate of 12% per annum on each Interest Payment Date, or if such day is not a Business Day, on the next succeeding Business Day,to Holders of record of the Securities on the Record Date immediately preceding such Interest Payment Date. Subject to Sections 2.14 and 4.12, the Trusteeshall pay the amount specified in the Interest and Principal Payment Certification from the Distribution Account to the Holders on such Interest PaymentDate. To the extent (i) the funds received by the Company pursuant to Section 2.03(a) of the MBIA Credit Agreement are insufficient to pay interest on theSecurities in cash on any date on which interest is due and payable pursuant to this Section 2.11 and (ii) no Default or Event of Default hereunder or underthe MBIA Facility has occurred and is continuing, the Company may elect to pay interest in the amount of any such insufficiency in kind by treating suchamount as PIK Interest; provided that if the Company shall elect to treat such amount as PIK Interest, or a combination of cash payment and PIK Interest,the payment of cash, if any, and PIK Interest shall be applied pro rata to all Holders of Securities. If the Company elects to pay interest by treating suchamounts as PIK Interest as aforesaid, the Company shall so specify in the Interest and Principal Payment Certification which shall be delivered to theTrustee by no later than 11:00 a.m. New York City time on the third Business Day prior to the Interest Payment Date on which the respective interestpayment is due and payable, which certification shall specify the amount of interest that will be payable in cash, if any, and in the form of PIK Interest.Upon such election, the outstanding principal amount of the Securities will be so increased or PIK Securities in the amount of interest specified shall beissued, as applicable. Interest shall accrue and be payable on the PIK Interest. If the Company shall issue PIK Securities as aforesaid by increasing theoutstanding principal amount of such Securities, at any time or from time to time, the Company shall not be required to issue, and the Trustee shall not berequired to authenticate, additional physical Securities, and the outstanding physical Securities may be deemed to represent all such PIK Securities pro rata.

SECTION 2.12. Defaulted Interest . If the Company defaults in a payment of principal, interest or any other amount on the Securities, including anyMake-Whole Premium, or any other payment due and owing under the Note Documents, or upon the occurrence of an Event of Default and so long as suchEvent of Default is continuing, the Company shall pay defaulted interest at the rate of 5.00% in excess of the rate which would have been payable if suchoverdue interest had, during the period of non-payment, constituted an outstanding amount of the Securities (plus interest on such defaulted interest to theextent lawful) in any lawful manner. The Company may pay the defaulted interest on a payment date to the persons who are Holders of Securities on asubsequent special record date. The Company shall fix or cause to be fixed any

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such special record date and payment date; provided that no such special record date may be less than ten days prior to the related payment date for suchdefaulted interest. At least 15 days before the special record date, the Company (or, upon written request of the Company, the Trustee in the name and at theexpense of the Company) will send to each Holder of Securities a notice that states the special record date, the payment date and the amount of defaultedinterest to be paid.

SECTION 2.13. CUSIP Numbers, ISINs, etc . The Company in issuing the Securities may use “CUSIP” numbers, ISINs and “Common Code”numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices ofredemption as a convenience to Holders; provided , however , that any such notice may state that no representation is made as to the correctness of suchnumbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identificationnumbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advisethe Trustee in writing of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities.

SECTION 2.14. Claims Under Insurance Policy .

(a) If, by 11:00 a.m. New York City time on the second Business Day preceding any Interest Payment Date or at Maturity relating to theSecurities, there are not sufficient funds in the Distribution Account to pay all principal and interest payable in cash by the Company on such InterestPayment Date as set forth in the Interest and Principal Payment Certification and the Trustee has not received a notice from the Company electing to payPIK Interest pursuant to Section 2.11, the Trustee shall deliver to the Collateral Agent, the Insurer and the Holders by facsimile or other electronictransmission a written notice identifying such deficiency and setting forth the amount of such deficiency (a “ Deficiency Notice ”) by no later than 11:00a.m. New York City time on the first Business Day preceding the date such principal and interest becomes due. In the event that there is such a deficiencyand the Trustee delivers a Deficiency Notice, the Trustee shall furnish to the Insurer a completed Notice of Claim (as defined in clause (b) of thisSection 2.14) in the amount of the Insurance Policy Claim Amount. Any amounts paid by the Insurer to the Trustee shall be deposited into the DistributionAccount and shall be paid by the Trustee or the Paying Agent to Holders in respect of the applicable principal and/or interest payment in accordance withthe Interest and Principal Payment Certification, in each case, on the later of (i) the related Interest Payment Date and (ii) the Business Day received.

(b) Any notice delivered by the Trustee to the Insurer pursuant to Section 2.14(a) shall (i) be in the form attached as Exhibit A to the InsurancePolicy, (ii) specify the Insurance Policy Claim Amount claimed under the Insurance Policy and (iii) constitute a “ Notice ” under the Insurance Policy (suchnotice, a “ Notice of Claim ”). In accordance with the provisions of the Insurance Policy, the Insurer is required to pay to the Trustee the Insurance PolicyClaim Amount properly claimed thereunder on the applicable Insured Payment Date. Any payments made by the Insurer to the Trustee under the InsurancePolicy shall be applied solely to the scheduled payment of the Securities in accordance with the Interest and Principal Payment Certification, and for noother purpose.

(c) The Trustee shall (i) receive in trust for the benefit of each Holder any Insurance Policy Claim Amount from the Insurer and (ii) distributethe same in accordance with Section 2.14(a) above. Any and all Insurance Policy Claim Amounts disbursed by the Trustee from claims made under theInsurance Policy shall not be considered payment by the Company with respect to such Securities, and shall not discharge the obligations of the Companywith respect thereto. The Insurer shall, to the extent it makes any payment with respect to the Securities, become subrogated to the rights of the recipients ofsuch payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Securities by or on behalf of the Insurer, theInsurer shall be entitled to all rights to the

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payment of interest or principal with respect to the Securities which are then due for payment to the extent of all payments made by the Insurer, and, so longas the Holders (other than the Company or any Affiliate and the Insurer) have received 100% of the principal amount of the Securities plus the Make-WholePremium, if any, and accrued and unpaid interest, if any, and any other payment then due and owing under the Note Documents, the Insurer may exerciseany option, vote, right, power or the like with respect to the Securities to the extent that it has made payment pursuant to the Insurance Policy. To evidencesuch subrogation, the Trustee shall note the Insurer’s rights as subrogee upon the register of Holders upon receipt from the Insurer of proof of payment bythe Insurer. The foregoing subrogation shall in all cases be subject to the rights of the Holders to receive all Insured Amounts in respect of the Securities.

(d) The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Distribution Account and distributed tothe Holders with respect to the Insurance Policy and the allocation of such funds to payment of interest on and principal paid in respect of any Security.Upon the reasonable request of the Insurer, the Insurer or its authorized agents shall be permitted (i) to inspect the books and records of the Trustee as theymay relate to the Securities, the Note Documents, or the transactions relating to the foregoing (including, without limitation, access to informationreasonably required) and (ii) to discuss the affairs, finances and accounts of the Company with the independent accountants of the Company.

(e) The Trustee shall be entitled to enforce on behalf of the Holders the obligations of the Insurer under the Insurance Policy.

SECTION 2.15. Persons Deemed Owner . Prior to due presentment for registration of transfer of any Security, the Company, the Trustee and anyagent of the Company or the Trustee, or the Insurer may treat the Person in whose name any Security is registered as the owner of such Security for thepurpose of receiving payments of principal of and interest, if any on such Security and for all other purposes whatsoever, whether or not such Security beoverdue, and none of the Company, the Insurer, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

SECTION 2.16. Rule 144A Information .

The Company shall furnish to each Holder of the Securities, and any prospective purchasers designated by any Holder, upon request, theinformation required to be delivered pursuant to Rule 144A(d)(4). For purposes of this Section 2.16 only, Holder shall include any beneficial holder of aSecurity, identified as such to the Company by a statement from a bank, broker or other nominees that holds the Securities for the beneficial holder in“street name,” or in any other manner acceptable to the Company.

SECTION 2.17. Investment Company Act Procedures . For so long as any Securities are Outstanding, the Company shall do the following:

(a) Notification . Each periodic report sent or caused to be sent by the Company to the Holders, which should in no event be less frequently thanannually, will include a notice to the following effect:

“The Investment Company Act of 1940, as amended (the “1940 Act”), requires that all holders of the outstanding securities of the Company be“Qualified Purchasers” (“Qualified Purchasers”) as defined in Section 2(a)(51)(A) of the 1940 Act and related rules. Under the rules, the Companymust have a “reasonable belief” that all holders of its outstanding securities, including transferees, are Qualified Purchasers or entities ownedexclusively by Qualified Purchasers. Consequently, all sales and resales of the Securities must be made solely to purchasers that are QualifiedPurchasers or entities owned exclusively by Qualified

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Purchasers. Each purchaser of a Security (or a beneficial interest therein) will be deemed (or required, as the case may be) to represent at the time ofpurchase that: (i) the purchaser is a Qualified Purchaser or an entity owned exclusively by Qualified Purchasers, (ii) the purchaser is (x) a qualifiedinstitutional buyer as defined in Rule 144A under the Securities Act (“QIB”), (y) solely in the case of Notes issued in the form of certificated Notes, aPerson that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or any entity inwhich all of the equity owners come within such paragraphs (an “IAI”)) or (z) solely in the case of Notes issued in the form of certificated Notes, aPerson who has acquired such Note in a transaction under Regulation S; (iii) the purchaser is acting for its own account or the account of anotherQualified Purchaser meeting the requirements of clause (ii) above; (iv) the purchaser is not formed for the purpose of investing in the Company;(v) the purchaser, and each account for which it is purchasing, will hold and transfer at least the minimum denominations specified herein; and(vi) the purchaser understands that the Company may receive a list of participants holding positions in securities from one or more book-entrydepositories. The Securities (or beneficial interests therein) may only be transferred to a transferee who is a both (I) a (x) Qualified Purchaser or(y) entity owned exclusively by Qualified Purchasers and (II) a Person meeting the requirements of clause (ii) above and all subsequent transfereesare deemed to have made representations (i) through (vi) above.

If, notwithstanding the restrictions on transfer contained therein, the Company determines that any Holder or beneficial owner of an interest in aSecurity is determined not to have been a Qualified Purchaser at the time of acquisition of such Security or beneficial interest therein, the Companymay require, by notice to such Holder or beneficial owner, that such Holder or beneficial owner sell all of its right, title and interest to such Security(or any interest therein) to a Person that is both (x) a (I) Qualified Purchaser or (II) entity owned exclusively by Qualified Purchasers and (y) a Personmeeting the requirements of clause (ii) above, with such sale to be effected within 30 days after notice of such sale requirement is given. If suchHolder or beneficial owner fails to effect the transfer required within such 30-day period, (i) the Company (or the Trustee acting on behalf of theCompany), without further notice to such Holder or beneficial owner, shall and is hereby irrevocably authorized by such Holder or beneficial owner,to cause its Security or beneficial interest therein to be transferred in a commercially reasonable sale (conducted by the Trustee in accordance withArticle 9 of the UCC as in effect in the State of New York as applied to securities that are sold on a recognized market or that may decline speedily invalue) to a Person that certifies to the Trustee and the Company, in connection with such transfer, that such Person meets the qualifications set forthabove and pending such transfer, no further payments will be made in respect of such Security or beneficial interest therein held by such Holder orbeneficial owner.”

(b) DTC Actions . The Company will direct DTC to take the following steps in connection with the Global Securities:

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

(ii) The Company will direct DTC to cause each physical deliver order ticket that is delivered by DTC to purchasers to contain the20-character security descriptor. The Company will direct DTC to cause each deliver order ticket that is delivered by DTC to purchasers in electronicform to contain a “3c7” indicator and a related user manual for participants. Such user manual will contain a description of the relevant restrictionsimposed by Section 3(c)(7).

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(iii) On or prior to the Issue Date, the Company will instruct DTC to send a Section 3(c)(7) Notice to all DTC participants in connectionwith the offering of the Global Securities.

(iv) In addition to the obligations of the Registrar set forth in Section 2.03, the Company will from time to time (upon the request of theTrustee) make a request to DTC to deliver to the Company a list of all DTC participants holding an interest in the Global Securities.

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

(c) Bloomberg Screens, etc . The Company will from time to time request all third-party vendors to include on screens maintained by suchvendors appropriate legends regarding Rule 144A and Section 3(c)(7) under the Investment Company Act restrictions on the Global Securities. Withoutlimiting the foregoing, the Company will request that each third-party vendor include the following legends on each screen containing information about theSecurities:

(i) Bloomberg.

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

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

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

(D) a statement on the “Disclaimer” page for the Global Securities that the Global Securities will not be and have not beenregistered under the Securities Act of 1933, as amended, that the Company has not been registered under the Investment Company Act of 1940,as amended, and that the Global Securities may only be offered or sold in accordance with Section 3(c)(7) of the Investment Company Act of1940, as amended.

(ii) Reuters.

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

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

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

ARTICLE IIIREDEMPTION

SECTION 3.01. Notices to Trustee . If the Company elects to redeem Securities pursuant to Section 3.07, it shall notify the Trustee in writing of theredemption date, the principal amount of Securities to be redeemed, the redemption price, if then ascertainable and the paragraph or subparagraph of thisIndenture pursuant to which the redemption shall occur.

The Company shall give each notice to the Trustee provided for in this Section 3.01 at least five Business Days prior to the giving of notice of aredemption pursuant to Section 3.03 unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate from theCompany to the effect that such redemption will comply with the conditions herein.

SECTION 3.02. Selection of Securities to Be Redeemed . If fewer than all the Securities are to be redeemed pursuant to Section 3.07, the Trusteeshall select the Securities to be redeemed (1) if such Securities are in global form, by lot or by such other method, then in accordance with the procedures ofthe Depositary or (2) if such Securities are not in global form, then on a pro rata basis, although no Security of $2,000 (or, in the case of Global Securities,$250,000 or less) in original principal amount or less will be redeemed in part. The Securities and the portions of them that the Trustee selects to beredeemed shall be in minimum principal amounts of $2,000 (or, in the case of Global Securities, $250,000 or less) or a whole multiple of $1,000 in excessthereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trusteeshall notify the Company promptly of the Securities or portions of Securities to be redeemed. Provisions of this Indenture that apply to Securities called forredemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions ofSecurities to be redeemed.

SECTION 3.03. Notice of Redemption . At least 30 days but not more than 60 days before a date for redemption of Securities pursuant toSection 3.07, the Company shall send, or cause to be sent (in the case of Securities held in book-entry form, by electronic transmission) a notice ofredemption to each Holder of Securities to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of theDepositary. Notwithstanding the above, when notice has to be given to a holder of a global security (including any notice of redemption) such notice shallbe sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including byelectronic mail in accordance with Applicable Procedures. Notices to the Trustee may be given by email in PDF format. Notices of redemption may besubject to one or more conditions precedent.

The notice shall identify the Securities to be redeemed (including the Issue Date and, if applicable, the certificate number) and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

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(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5) if fewer than all the Outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to beredeemed;

(6) that, unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemptionceases to accrue on and after the redemption date;

(7) the “CUSIP” number, ISIN or “Common Code” number, if any, printed on the Securities being redeemed;

(8) the paragraph or subparagraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption arebeing redeemed;

(9) any conditions precedent to the redemption of the Securities; and

(10) that no representation is made as to the correctness or accuracy of the “CUSIP” number, ISIN, or “Common Code” number, if any, listed insuch notice or printed on the Securities.

At the Company’s request, the Trustee shall give the notice of redemption set forth in this Section 3.03 in the Company’s name and at the Company’sexpense. In such event, the Company shall provide the Trustee with an Officer’s Certificate delivered five Business Days prior to the date that notificationwill be sent to the Holders pursuant to this Section 3.03 (unless the Trustee consents to a shorter period) requesting that the Trustee give such notice ofredemption and attaching the form of notice containing the information required by this Section.

SECTION 3.04. Effect of Notice of Redemption . Once a notice of redemption referred to in Section 3.03 is sent, Securities called for redemptionbecome irrevocably due and payable on the redemption date and at the redemption price stated in the notice, unless the conditions described in the notice ofredemption, if any, have not been satisfied. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice,plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relatedinterest payment date), and such Securities shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder shall not affectthe validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price . On or prior to the date of any redemption pursuant to Section 3.07, the Company shall deposit with thePaying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemptionprice of and accrued interest on all Securities or portions thereof to be redeemed on that date other than Securities or portions of Securities called forredemption which have been delivered by the Company to the Trustee for cancellation.

SECTION 3.06. Securities Redeemed in Part . Upon surrender of a Security that is redeemed pursuant to Section 3.07 in part, the Company shallexecute and the Trustee shall authenticate, upon the receipt of a written order of the Company, for the Holder (at the Company’s expense) a new Securityequal in principal amount to the unredeemed portion of the Security surrendered.

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SECTION 3.07. Optional Redemption .

(a) The Company shall be entitled at its option to redeem the Securities, in whole or in part, at a redemption price equal to 100% of theprincipal amount of the Securities plus the Make-Whole Premium as of, and accrued and unpaid interest, if any, to (but not including), the redemption date(subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), and any other payment due andowing under the Note Documents.

(b) Any redemption pursuant to this Section 3.07 shall be made in accordance with the provisions of Sections 3.01 through 3.06.

SECTION 3.08. Payment of Principal .

(a) If at any time, or from time to time, the Company shall receive by deposit to the Collection Account any cash payment under Section 2.04 ofthe MBIA Credit Agreement, the Company shall apply all of such payment, to the extent not applied to pay interest pursuant to Section 2.11 or defaultedinterest pursuant to Section 2.12, to the prepayment of outstanding Securities, at a price equal to 100% of the principal amount of the Securities to be repaid,together with the Make-Whole Premium, if any; provided , however , that the Company shall not be required to pay the Make-Whole Premium onprepayment of the principal amount of the Securities except to the extent such prepayment is attributable to the initial principal amount of the Notes, and notto PIK Interest, calculated by the Company, on any date on which such prepayment of principal amount is to be made pursuant to this Section 3.08(a), as thepositive difference, if any, between (x) the total principal amount of the Securities prepaid or to be prepaid through, and including, such date of prepayment,less (y) the sum of (I) the total principal amount of PIK Interest paid on the Securities in lieu of cash interest through such date of prepayment, plus (II) thetotal principal amount of the Securities previously prepaid through, but not including, such date of prepayment as to which the Make-Whole Premium hasbeen paid. The Interest and Principal Payment Certification shall set forth the principal amount of the Securities to be prepaid and the Make-WholePremium, if any.

(b) The prepayment of principal amount of the Notes pursuant to Section 3.08(a) shall be made on the Interest Payment Date occurringimmediately following the date on which the cash payment under Section 2.04 of the MBIA Credit Agreement is deposited to the Collection Account;provided , that any such cash payment received by the Company after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall beapplied to the prepayment of principal hereunder on the Interest Payment Date after such Interest Payment Date. Subject to any operational limitations ofDTC, the Trustee shall transfer the amount of such cash payment from the Collection Account to the Distribution Account and shall repay the principalamount of the Securities and the Make-Whole Premium, if any, as specified in the Interest and Principal Payment Certification, from the DistributionAccount to the Holders on such Interest Payment Date; provided that such funds have been deposited to the Distribution Account by 11:00 a.m. New YorkCity time, on such Interest Payment Date.

(c) [Reserved].

(d) Payments made pursuant to this Sections 3.08 shall be deemed a prepayment of principal, and not a redemption made pursuant to Sections3.01 through 3.06. Any prepayments made pursuant to this Section 3.08 in respect of Securities issued in global form, and the Trustee’s obligation to effectsuch payments, shall be subject in all respects to the applicable procedures of the Depositary.

SECTION 3.09. Payment at Maturity . At Maturity, the Company shall pay the Securities in whole, at a price equal to 100% of the principal amountof the Securities plus the Make-Whole Premium, if any, and accrued and unpaid interest, if any, to Maturity and any other payment then due and owingunder the Note Documents.

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ARTICLE IVCOVENANTS

SECTION 4.01. Payment of Securities . The Company shall promptly pay the principal of (and premium including the Make-Whole Premium, if any)and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paidon the date due if the Trustee or the Paying Agent holds in accordance with this Indenture as of 11:00 a.m. New York City time on the due date moneysufficient to pay all principal and interest then due.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments ofinterest at the same rate to the extent lawful.

SECTION 4.02. Corporate Existence; Compliance with Operating Agreement . The Company shall preserve and maintain its organizational existence.The Company shall duly observe and comply with the terms of the Company Operating Agreement.

SECTION 4.03. Limitation on Liens . The Company shall not create, incur, assume or suffer to exist any Lien of any kind on any of its property orassets other than (a) Liens arising by operation of law, (b) Liens under the Note Documents and (c) Liens under the Subordinated Facility; provided thatsuch Liens are subordinated to the Liens under the Note Documents.

SECTION 4.04. Limitation on Indebtedness . The Company shall not incur, assume or suffer to exist any Indebtedness other than (a) Indebtednessunder the Note Documents and (b) Indebtedness under the Subordinated Facility.

SECTION 4.05. Limitation on Investments . The Company shall not make or hold any Investments other than the MBIA Facility to the extent theMBIA Facility is an Investment.

SECTION 4.06. Maintenance of Property; Insurance . The Company shall keep all material property necessary to the proper conduct of the businessof the Company in good working order and condition (ordinary wear and tear and loss or damage by casualty or condemnation excepted) with suchexceptions as would not reasonably be expected to have a Material Adverse Effect.

SECTION 4.07. Financial Reports and Other Information

(a) Reports, Notices . Except with respect to the Interest and Principal Payment Certification delivered pursuant to Section 4.07(b), theCompany shall (i) (a) furnish to the Trustee by email all reports and/or notices it sends or receives in connection with the MBIA Facility and theSubordinated Facility or (b) cause such reports and/or notices to be posted on the Datasite and (ii) designate and mark, or cause to be designated andmarked, any reports and/or notices which contain any Confidential Information or Material Non-Public Information. The Trustee shall promptly thereafterforward to the Holders a copy of each report and/or notice that is furnished by email pursuant to clause (i)(a) above and is not designated or marked ascontaining any Confidential Information or Material Non-Public Information. The Trustee shall have no obligation to access the Datasite and noresponsibility for the contents of, or any notices relating to, the Datasite whatsoever. To the extent any reports and/or notices are posted on the Datasite, anautomatic email notification reflecting the posting of new material shall be delivered to all Note Holders that have registered for access to the Datasite.

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(b) Interest and Principal Payment Certification . The Company shall cause MBIA Corp. to deliver a completed Interest and Principal PaymentCertification to the Trustee by no later than 11:00 a.m. New York City time on the third Business Day prior to each Interest Payment Date and make theinformation contained in the Interest and Principal Payment Certification (or the information therein) public, in accordance with Section 7.12(b)(viii) of theMBIA Credit Agreement. If the Company submits to the Trustee a change to the form of Appendix E , the Trustee shall send a copy to the Holders and,unless the Trustee receives a written objection from the Majority Holders on or before the 5th Business Day after a copy thereof has been sent to Holders,such new form will constitute the form of Appendix E hereunder.

(c) Maintenance of Datasite . The Company shall maintain, or cause to be maintained, an internet accessible datasite (the “ Datasite ”) inaccordance with Section 5.01(d) of the MBIA Credit Agreement. The Company shall cause all information required to be delivered to the Trustee and/or theHolders to be available on the Datasite. The Company shall cause MBIA Corp. to publicly disclose on a quarterly basis the information described inSection 7.12 of the MBIA Credit Agreement in accordance with the MBIA Credit Agreement.

(d) Notice of Default . So long as any of the Securities are outstanding, the Company will deliver to the Trustee, within five days after anyOfficer of the Company becoming aware of the occurrence of any Default or Event of Default that has not been cured, a written statement specifying suchDefault or Event of Default and what action the Company is taking or proposing to take with respect thereto.

(e) Limitation of Trustee Duty . Delivery of reports, information and documents to the Trustee under this Section 4.07 is for informationalpurposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from theinformation contained therein, including the Company’s compliance or non-compliance with any of its covenants hereunder (as to which the Trustee isentitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, theCompany’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or EDGAR or any website or Datasiteunder this Indenture, or participate in any conference calls.

SECTION 4.08. Inspection Rights . Upon reasonable notice from the Trustee, the Insurer or any Holder, the Company will and will cause MBIACorp. to permit the Trustee (and such Persons acting for the Trustee as the Trustee may reasonably designate), the Insurer (and such Persons acting for theInsurer as the Insurer may reasonably designate) or such Holder during normal business hours at the Company’s sole expense for two inspections in anyconsecutive period of twelve months unless an Event of Default is continuing, to visit and inspect any of the properties of the Company and MBIA Corp. toexamine all of their books and records to make copies and extracts therefrom, including any information about the Collateral or the “Collateral” (as suchterm is defined in the MBIA Facility), (subject to reasonable confidentiality restrictions), and to discuss their respective affairs, finances and accounts withtheir respective officers, advisors and independent public accountants (and by this provision each of the Company and MBIA Corp. authorizes suchaccountants to discuss with the Trustee (and such Persons acting for the Trustee as the Trustee may reasonably designate), the Insurer (and such Personsacting for the Insurer as the Insurer may reasonably designate) or such Holder the affairs, finances and accounts of the Company and MBIA Corp.), all asoften, and to such extent, as may be reasonably requested. The chief financial officer of MBIA Corp. and/or his or her designee shall be afforded theopportunity to be present at any meeting of the Trustee, the Insurer or such Holder and such accountants.

SECTION 4.09. Conduct of Business . The Company shall not conduct, transact or otherwise engage in any business, operations or activities otherthan as set forth below, so long as such business, operations or activities are not prohibited by the Note Documents:

(a) to purchase, accept an assignment of, acquire, own, hold and collect all or any portion of the Collateral;

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(b) to take any and all steps necessary or desirable to administer, secure, enforce and collect the loan extended by the Company under theMBIA Facility and any other Collateral;

(c) to take any and all steps necessary to perform any of its funding obligations with respect to the MBIA Facility;

(d) to enter into and perform its obligations under the Note Documents, the Subordinated Facility and the MBIA Facility and all otherdocuments, instruments or agreements which may be necessary in connection with the transactions contemplated thereunder;

(e) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of theState of Delaware that are reasonably related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentionedpurposes or contemplated by the Note Documents, the Subordinated Facility or the MBIA Facility (including the establishment of bank accounts andreferral, management, servicing and administration agreements);

(f) to issue limited liability company interests as provided for in the Company Operating Agreement; and

(g) to the extent not otherwise prohibited in this Indenture or the Note Documents, to take any and all other actions necessary to maintain theexistence of the Company as a limited liability company in good standing under the laws of the State of Delaware and/or to qualify the Company to dobusiness as a foreign limited liability company in any other state in which such qualification is required.

SECTION 4.10. Use of Proceeds; Margin Regulations; Company Activities

(a) Use of Proceeds . The net proceeds of the Securities shall be used by the Company to (i) prepay the note holders with respect to the PriorSenior Indenture and/or (ii) make a loan to MBIA Corp. solely pursuant to the MBIA Facility.

(b) Margin Stock . Neither the Company nor MBIA Corp. shall (i) engage in the business of extending credit for the purpose of purchasing orcarrying margin stock in violation of Regulations T, U or X of the Board of Governors of the Federal Reserve System or (ii) use any proceeds of theSecurities for a purpose which violates Regulations T, U or X of the Board of Governors of the Federal Reserve System.

SECTION 4.11. Limitation on Dividends . The Company shall not declare or pay any dividend or make any other similar payment or distribution onaccount of its Equity Interests or to the direct or indirect holders of its Equity Interests in their capacity as such.

SECTION 4.12. Maintenance of Accounts .

(a) Collection Account . The Company shall at all times maintain the Collection Account. The Company shall not use any amounts depositedinto the Collection Account in any manner or for any purpose other than for transfer to the Distribution Account and/or MBIA Corp. in accordance with therelevant Interest and Principal Payment Certification and the MBIA Credit Agreement. The Company, or MBIA Corp. on behalf of the Company, shall, bywritten notice to the Trustee (including by delivery of the Interest and Principal Payment Certification) and in accordance with the terms hereunder, directamounts on deposit in the Collection Account to be transferred into the Distribution Account and/or to MBIA Corp. (as applicable) and within one BusinessDay after the receipt of the Interest and Principal Payment Certification and such direction, the Trustee shall initiate the transfer of the amounts to be sotransferred in accordance with such direction.

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(b) [Reserved] .

(c) The Company shall not maintain any account other than the Collection Account.

(d) Distribution Account . At the time of execution and delivery of this Indenture, and for purposes of this Indenture, the Company herebyinstructs the Trustee to establish an account for the benefit of Holders (the “ Distribution Account ”), which shall be a trust account, the assets of which shallnot be commingled with the general assets of the Trustee, and over which the Trustee shall have exclusive control and sole right of withdrawal pursuant tothis Indenture.

(i) The Trustee shall deposit any amount received by it from MBIA Corp. under the Insurance Policy in the Distribution Account anddistribute such amount only for purposes of making scheduled payments hereunder for which a claim was made. Any funds received by the Trustee asa result of any claim under the Insurance Policy shall be applied by the Trustee directly to the payment in full (to the extent of the proceeds receivedpursuant to the Insurance Policy) of the scheduled payments due on the Securities in accordance with the Interest and Principal Payment Certification.

(ii) The Trustee shall make such deposits from any amount received by it from the Company (or MBIA Corp. on behalf of the Company)under this Indenture, other than any amounts under Section 7.06, pursuant to directions received from the Company in the Distribution Account anddistribute such amount only for purposes of making scheduled principal and interest payments hereunder in accordance with the Interest and PrincipalPayment Certification.

(iii) Funds held in the Distribution Account shall not be invested by the Trustee.

(iv) On each Interest Payment Date, or any other payment date pursuant to this Indenture, in respect of the Securities, the Trustee or thePaying Agent shall pay to the Holders, solely to the extent of the funds available therefor in the Distribution Account, the principal and/or interestpayments on the Securities to be paid on such payment date in accordance with the Interest and Principal Payment Certification.

SECTION 4.13. Performance under MBIA Facility . The Company shall cause MBIA Corp. to duly and punctually perform and observe in allmaterial respects its obligations and conditions under the MBIA Facility.

SECTION 4.14. Taxes . The Company shall pay, prior to delinquency, all taxes, assessments, and governmental levies due and payable by theCompany except such as are contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall havebeen set aside on its books or where the failure to effect such payment is not adverse in any material respect to the Holders. The Company is not a party to,and shall not become a party to, any tax sharing or similar agreement that would obligate it to make payments to MBIA Inc. or any affiliate of MBIA Inc. inrespect of taxes, assessments or other governmental levies.

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SECTION 4.15. Compliance with Laws; Policies and Procedures .

(a) Without limiting any of the other covenants in this Article 4, the Company, shall (i) conduct its business, and otherwise be, in compliancewith all applicable laws, regulations, ordinances and orders of any governmental or judicial authorities if the failure to comply thereunder would reasonablybe expected to have a Material Adverse Effect; provided , however , that this Section 4.15 shall not require the Company to comply with any such law,regulation, ordinance or order if it shall be contesting such law, regulation, ordinance or order in good faith by appropriate proceedings and reserves inconformity with GAAP have been provided therefor, (ii) comply with all obligations it might have under Anti-Corruption Laws and (iii) comply with allapplicable Sanctions imposed on it.

(b) The Company shall maintain in effect and enforce policies and procedures intended to ensure compliance by the Company and MBIA Corp.and their respective officers, directors, employees and agents with Anti-Corruption Laws and Sanctions.

SECTION 4.16. Limitation on Modifications

(a) The Company shall not amend, modify, waive or otherwise change any provision of the Company Operating Agreement without the priorwritten consent of the Majority Holders.

(b) The Company shall not amend, modify, waive or otherwise change any provision of the MBIA Facility without the prior written consent ofthe Majority Holders.

(c) The Company shall not amend, modify, waive or otherwise change any provision of the Subordinated Facility without the prior writtenconsent of the Majority Holders.

SECTION 4.17. Further Assurances

(a) The Company agrees that it will, and agrees to cause each Collateral Grantor, at any time and from time to time, at the expense of suchCollateral Grantor, promptly execute and deliver all further instruments and documents, and take all further action that may be reasonably necessary, toperfect and protect any Lien granted or purported to be granted by the Security Documents, or to enable the Collateral Agent to exercise and enforce itsrights and remedies under the Security Documents. Without limiting the generality of the foregoing, the Company shall, and shall cause each CollateralGrantor to, execute, if required, and file, or cause to be filed, such financing or continuation statements under the Uniform Commercial Code (or anynon-U.S. equivalent thereto), or amendments thereto, and such other instruments or notices, to protect and preserve the Liens granted or purported to begranted by the Security Documents.

(b) Subject to Section 11.05, the Company hereby authorizes the Collateral Agent (without obligation) to file one or more financing orcontinuation statements under the Uniform Commercial Code (or any non-U.S. equivalent thereto), and amendments thereto, relative to all or any part of theCollateral without the signature of any Collateral Grantor where permitted by law. The Collateral Agent will promptly send the Company a copy of anyfinancing or continuation statements which it may file without the signature of the relevant Collateral Grantor and the filing or recordation information withrespect thereto.

SECTION 4.18. Post-Bankruptcy Restrictions . The Company shall, and shall cause MBIA Corp. and MBIA Inc. to, not take or support any challengeof any transfer made in connection with the Note Documents as a preference or fraudulent conveyance.

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ARTICLE VSUCCESSOR COMPANY

SECTION 5.01. Consolidation, Merger and Sale of Assets . The Company will not, in any transaction or series of transactions, consolidate with ormerge into or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of anyof its assets to any Person.

ARTICLE VIDEFAULTS AND REMEDIES

SECTION 6.01. Events of Default Each of the following is an “ Event of Default ”:

(a) failure to pay interest on any Security when such interest becomes due and payable and such default is continued for two Business Days;

(b) failure to pay principal of (or premium including the Make-Whole Premium, if any, on) any Security or any other amounts due hereunderwhen such amounts become due and payable and such default continues for two Business Days;

(c) (i) failure by the Company to comply with Sections 4.1 through 4.5, 4.9 through 4.13, 4.15, 4.16 and 4.18 or (ii) failure to comply with anyother covenant or agreement in this Indenture and such default continues for 15 Business Days;

(d) the (i) Insurance Policy ceases to be in full force and effect, (ii) at the option of the Insurer, the Insurance Agreement ceases to be in fullforce and effect (other than in accordance with the terms thereof or pursuant to the terms of this Indenture or other applicable Note Document), (iii) MBIACorp. denies or disaffirms its obligations under the Insurance Policy or the Insurance Agreement, or (iv) at the option of the Insurer, failure of any premiumpayment to be made on the Insurance Policy when due;

(e) (i) the Company, MBIA Corp. or MBIA Inc. shall commence an Insolvency Proceeding, or the Company, MBIA Corp. or MBIA Inc. shallmake a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Company, MBIA Corp. or MBIA Inc. any case,proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication orappointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Company,MBIA Corp. or MBIA Inc. any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process againstall or any substantial part of their assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed orbonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Company, MBIA Corp. or MBIA Inc. shall take any action in furtheranceof, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Company, MBIA Corp. orMBIA Inc. shall generally not, or shall be unable to, or shall admit in writing their inability to, pay its debts as they become due;

(f) one or more final judgments or decrees shall be entered against the Company involving in the aggregate a liability (to the extent not coveredby insurance) of $5,000,000 or more and all such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bondedpending appeal within 60 days from the entry thereof;

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(g) (i) the Security Documents or the Intercreditor Agreement shall for any reason cease to create a valid and perfected first-priority Lien onany portion of the Collateral (other than in accordance with the terms of this Indenture or the terms of the Security Documents) or (ii) any Collateral Grantorasserts in writing that any Lien created under the Security Documents is invalid or unenforceable;

(h) any “Event of Default” shall occur and continue beyond the applicable cure period, if any, under the (i) Subordinated Facility, (ii) MBIAFacility, or (iii) any other Indebtedness of the Company; provided that no effect shall be given to any waiver of any such “Event of Default” grantedthereunder;

(i) any material provision of any Note Document, at any time after its execution and delivery and for any reason other than as expresslypermitted hereunder or thereunder ceases to be in full force and effect; or the Company, MBIA Corp. or MBIA Inc. denies in writing the validity orenforceability of any provision of any Note Document or the validity or priority of a Lien as required by the Security Documents, or the Company, MBIACorp. or MBIA Inc. denies in writing that it has any or further liability or obligation under any Note Document;

(j) an ERISA Event occurs which results or could reasonably be expected to result in liability of the Company in an aggregate amount(determined as of the date of occurrence of such ERISA Event) which could reasonably be expected to result in a Material Adverse Effect or (ii) theCompany or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to itswithdrawal liability under Section 4201 of ERISA under any Multiemployer Plan which has resulted or could reasonably be expected to result in liability ofthe Company in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect;

(k) a Change of Control shall have occurred; or

(l) any representation or warranty by the Company, MBIA Corp. or MBIA Inc. made or deemed made herein or in any other Note Document orwhich is contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith shall prove to havebeen incorrect, false or misleading on or as of the date made or deemed made which failure has a Material Adverse Effect.

SECTION 6.02. Acceleration of Maturity; Rescission and Annulment . If an Event of Default described in Section 6.01 (other than Event of Defaultspecified in Section 6.01(e)) occurs and is continuing, then in every such case the Trustee or the Majority Holders, if any, of the Outstanding Securities,may (i) declare the principal amount of all of the Securities and all interest thereon to be due and payable immediately, including the Make-WholePremium, if any, and any other payments due and owing under the Note Documents, by a notice in writing to the Company (and to the Trustee if given bythe Holders) and upon any such declaration such amount (or specified portion thereof) shall become immediately due and payable; (ii) enforce all of theLiens and security interests created pursuant to the Security Documents; (iii) apply any cash Collateral held by the Collateral Agent to the repayment of theObligations in accordance with Section 6.06; and (iv) exercise all rights and remedies available to it under the Credit Documents and applicable law. Uponthe occurrence of an Event of Default specified in Section 6.01(e), the principal amount of all of the Securities, all interest thereon, and the Make-WholePremium, if any, shall automatically and immediately become due and payable.

For the avoidance of doubt, upon an acceleration pursuant to this Section 6.02, the Make-Whole Premium shall be calculated as of the date of suchacceleration and shall be due and owing following such an acceleration. The Company will pay the Make-Whole Premium, as compensation to the Holdersfor the loss of their investment opportunity and not as a penalty, whether or not an Event of Default specified in

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Section 6.01(e) has occurred and (if an Event of Default specified in Section 6.01(e) has occurred) without regard to whether the event causing such Eventof Default is voluntary or involuntary, or whether payment occurs pursuant to a motion, plan of reorganization, or otherwise, and without regard to whetherthe Securities and other Notes Obligations are satisfied or released by foreclosure (whether or not by power of judicial proceeding), deed in lieu offoreclosure or by any other means. The Company agrees that payment of the Make-Whole Premium is reasonable under the circumstances currentlyexisting. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANYPRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE MAKE-WHOLE PREMIUM INCONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Make-Whole Premium is reasonable and the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) theMake-Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course ofconduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the Make-Whole Premium; and(D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that itsagreement to pay the Make-Whole Premium to the Trustee for the ratable benefit of the Holders as herein described is a material inducement to Holders topurchase the Securities.

At any time after such a declaration of acceleration with respect to Securities has been made, but before a judgment or decree for payment of themoney due has been obtained by the Trustee as hereinafter provided in this Article 6, the Majority Holders, by written notice to the Company and theTrustee, may rescind and annul such declaration and its consequences if:

(a) the Company has paid or deposited with the Trustee a sum sufficient to pay in U.S. dollars,

(i) all overdue interest, if any, on all Outstanding Securities,

(ii) all unpaid principal of (and premium including the Make-Whole Premium, if any, on) any Outstanding Securities which has becomedue otherwise than by such declaration of acceleration, interest, if any, on such unpaid principal (and premium including the Make-Whole Premium,if any) and all other amounts due and owing under the Note Documents at the rate or rates prescribed therefor in such Securities, and any otheramounts due and owing under the Note Documents,

(iii) to the extent that payment of such interest is lawful, interest on overdue interest, if any, at the rate or rates prescribed therefor in suchSecurities, and

(iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel; and

(b) all Events of Default with respect to Securities other than the non-payment of amounts of principal of (or premium including the Make-Whole Premium, if any, on) or interest on Securities which have become due solely by such declaration of acceleration, have been cured or waived asprovided in Section 6.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

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Upon the Trustee providing any declaration of acceleration, or rescission and annulment thereof pursuant to this Section 6.02 with respect toSecurities all or part of which is represented by a Global Security, a record date shall automatically and without any other action by any Person be set for thepurpose of determining the Holders of Outstanding Securities entitled to join such declaration of acceleration, or rescission and annulment, as the case maybe, which record date shall be the close of business on the date the Trustee shall have provided such declaration of acceleration, or rescission andannulment, as the case may be. The Holders of Outstanding Securities on such record date (or their duly appointed agents), and only such Persons, shall beentitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after suchrecord date; provided that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue ofthe requisite percentage having been obtained prior to the day which is 90 days after such record date (or their duly appointed agents), such declaration ofacceleration, or rescission and annulment, as the case may by, shall automatically and without any action by any Person be cancelled and of no furthereffect. Nothing in this paragraph shall prevent a Holder (or duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, adeclaration of acceleration, or a rescission and annulment of any such declaration, contrary to or different from a declaration previously given by a Holder,or from giving, after the expiration of such period, a declaration identical to a declaration of acceleration, or rescission and annulment thereof, as the casemay be, that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date shall be established pursuant tothe provisions of this Section 6.02.

SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee . The Company covenants that if:

(a) default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such defaultcontinues for a period of two Business Days, or

(b) default is made in the payment of the principal of (or premium including the Make-Whole Premium, if any, on) any Security at the Maturitythereof and on any date required under Section 3.08, or any other payment due and owing under the Note Documents, the Company shall, upon demand ofthe Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal(and premium including the Make-Whole Premium, if any) and interest, if any, and, to the extent that payment of such interest shall be legally enforceable,interest on any overdue principal (and premium including the Make-Whole Premium, if any) and on any overdue interest, at the rate or rates prescribedtherefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including thereasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name, as Trustee of an express trust, may institute ajudicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the sameagainst the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law outof the property of the Company or any other obligor upon such Securities, wherever situated.

If an Event of Default with respect to the Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rightsand the rights of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any suchrights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or toenforce any other proper remedy.

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SECTION 6.04. Trustee May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of theCompany or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable astherein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment ofoverdue principal, premium including the Make-Whole Premium, if any, or interest, if any, or and any other payment due and owing under the NoteDocuments) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of principal (and premium including the Make-Whole Premium, if any) and interest, if any,and any other payment due and owing under the Note Documents, owing and unpaid in respect of the Securities and to file such other papers or documentsas may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursementsand advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian,receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make suchpayment to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee anyamount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due theTrustee under Section 7.06.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan ofreorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote inrespect of the claim of any Holder in any such proceeding.

SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities . All rights of action and claims under this Indenture or the Securitiesmay be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto,and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, afterprovision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratablebenefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 6.06. Application of Money Collected . Any money collected by the Trustee or the Collateral Agent pursuant to this Article 6 (includingupon any realization of any Lien upon Collateral) shall, subject to the terms of the Security Documents, be applied in the following order, at the date ordates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium including the Make-Whole Premium, if any)or interest, if any, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee, the Collateral Agent under Section 7.06;

SECOND: To the payment of all amounts due the Majority Holders under Section 7.06;

THIRD: To the payment of the amounts then due and unpaid for principal of (and premium including the Make-Whole Premium, if any) and interest,if any, on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind,according to the amounts due and payable on such Securities for principal (and premium including the Make-Whole Premium, if any) and interest, if any,respectively; and

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FOURTH: The balance, if any, to the Company or to such party as a court of competent jurisdiction shall direct.

SECTION 6.07. Limitation on Suits . No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect tothis Indenture, the Securities, or the other Note Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder or thereunder,unless:

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities;

(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trusteeto institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to beincurred in compliance with such request;

(d) the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Majority Holders;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing themselvesof, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority orpreference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratablebenefit of all of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holderaffects, disturbs or prejudices the rights of other Holders or obtains or seeks to obtain priority or preference over such other Holders or enforces any rightunder this Indenture). Nothing in this section 6.07 shall be construed as limiting the rights of otherwise qualified Holders to petition a court for the removalof a Trustee pursuant to Section 7.07 hereof.

SECTION 6.08. Unconditional Contractual Right of Holders to Receive Principal, Premium and Interest . Subject to the following sentence,notwithstanding any other provision in this Indenture, the Holder of any Security shall have the contractual right, which is absolute and unconditional, toreceive payment, as provided herein and in such Security of the principal of (and premium including the Make-Whole Premium, if any) and interest, if any,on such Security on the Stated Maturity or any Maturities (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement ofany such payment, and such contractual rights shall not be impaired without the consent of such Holder. Notwithstanding the foregoing, no amendment to,or deletion or waiver of any of the covenants described in Article 4 of this Indenture or in any other Note Document or any action taken by the Company notprohibited hereunder shall be deemed to impair or affect any rights of any Holder to receive payment of principal of, and premium, interest and AdditionalAmounts, if any, on, the Securities.

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SECTION 6.09. Restoration of Rights and Remedies . If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy underthis Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally andrespectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no suchproceeding had been instituted.

SECTION 6.10. Rights and Remedies Cumulative . Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,lost or stolen Securities in the last paragraph of Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders isintended to 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 toevery other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right orremedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11. Delay or Omission Not Waiver . No delay or omission of the Trustee or of any Holder of any Securities to exercise any right orremedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescencetherein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as maybe deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 6.12. Control by Holders . The Majority Holders shall have the right to direct the time, method and place of conducting any proceeding forany remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Outstanding Securities; provided that ineach case (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed properby the Trustee which is not inconsistent with such direction.

Upon receipt by the Trustee of any such direction with respect to Securities all or part of which is represented by a Global Security, a record date shallautomatically and without any further action by any Person be set for the purpose of determining the Holders of Outstanding Securities entitled to join insuch direction, which record date shall be the close of business on the day the Trustee shall have received such direction. The Holders of OutstandingSecurities on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holdersremain Holders after such record date; provided that, unless such direction shall have become effective by virtue of Holders of the requisite principalamount of Outstanding Securities on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such recorddate, such direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent aHolder (or a duly appointed agent of a Holder) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from adirection previously given by a Holder, or from giving, after the expiration of such period, a direction identical to a direction that has been cancelledpursuant to the proviso to the preceding sentence, in any of which events a new record date in respect thereof shall be set pursuant to the provisions of thisSection 6.12.

SECTION 6.13. Waiver of Past Defaults . Subject to Section 6.02, the Majority Holders may on behalf of the Holders of all the OutstandingSecurities waive any past Default or Event of Default hereunder, except a default

(1) in the payment of the principal of (or premium including the Make-Whole Premium, if any) or interest on any Security or the paymentof Additional Amounts, if any, or

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(2) in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of the Holderof each Outstanding Security affected.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive any past Default orEvent of Default hereunder. If a record date is fixed, the Holders on such record date (or their duly designated agents), and only such Persons, shall beentitled to waive any such default hereunder, whether or not such Holders remain Holders after such record date; provided , that unless such majority inprincipal amount shall have been obtained prior to the date which is 90 days after such record date, any such waiver previously given shall automaticallyand without further action by any Holder be cancelled and of no further effect.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for everypurpose of this Indenture and the other Note Documents; but no such waiver shall extend to any subsequent or other Default or Event of Default or impairany right consequent thereon.

SECTION 6.14. Undertaking for Costs . All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall bedeemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in anysuit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay thecosts of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in suchsuit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply toany suit instituted by the Trustee, to any suit instituted by the Majority Holders, or to any suit instituted by any Holder for the enforcement of the paymentof the principal of (or premium including the Make-Whole Premium, if any) or interest on any Security on or after the Stated Maturity or Maturitiesexpressed in such Security (or, in the case of redemption, on or after the redemption date).

SECTION 6.15. Waiver of Stay or Extension Laws . The Company covenants (to the extent that it may lawfully do so) that it will not at any timeinsist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any timehereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein grantedto the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted; provided that this Section shall notprohibit the Company from exercising any rights it may have under this Indenture to contest any actions taken by the Trustee pursuant to this Section.

SECTION 6.16. Subrogation Rights of the Insurer . The Insurer shall be subrogated to the rights of the Holders as provided in the InsuranceAgreement.

ARTICLE VIITRUSTEE

SECTION 7.01. Duties of Trustee . (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vestedin it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in theconduct of such Person’s own affairs.

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(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and any NoteDocuments to which it is or will become a party and no implied covenants or obligations shall be read into this Indenture or any of the NoteDocuments against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of theopinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, theTrustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need notconfirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved in a court ofcompetent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction receivedby it pursuant to Section 6.12.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f) Except as expressly required by this Indenture, money held in trust by the Trustee need not be segregated from other funds except to theextent required by law.

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in theperformance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment ofsuch funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject tothe provisions of this Section.

(i) The Trustee shall, upon two Business Days’ prior notice to the Trustee, permit any representative of the Insurer at the Insurer’s own expense,during the Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Trustee relating to the Securities, tomake copies and extracts therefrom and to discuss the Trustee’s affairs and actions, as such affairs and actions relate to the Trustee’s duties with respect tothe Securities, with the Trustee’s officers and employees responsible for carrying out the Trustee’s duties with respect to the Securities.

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(j) Each of the Holders by acceptance of the Securities hereby irrevocably authorize the Trustee to enter into the Note Documents and to takesuch action on their behalf under the provisions of the Note Documents and to exercise such powers and perform such duties as are expressly delegated tothe Trustee by the terms of this Indenture and the Note Documents, together with such powers as are reasonably incidental thereto.

SECTION 7.02. Rights of Trustee . Subject to Section 7.01:

(a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trusteeneed not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, in each case, to theeffect that it is so permitted to act or to refrain from acting. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance onthe Officer’s Certificate or Opinion of Counsel.

(c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorneyappointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights orpowers conferred upon it by this Indenture.

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and theSecurities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in goodfaith and in accordance with the advice or opinion of such counsel.

(f) Unless otherwise specified in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by anOfficer of the Company.

(g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction ofany of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee indemnity satisfactory to the Trustee against the costs,expenses and liabilities which might be incurred by it in compliance with such request or direction.

(i) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless ofthe form of action.

(j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such adefault is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

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(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent and each agent, custodian and other Personemployed to act hereunder.

(l) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of orcaused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil ormilitary disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer(software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in thebanking industry to resume performance as soon as practicable under the circumstances.

(m) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, butthe Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine tomake such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent orattorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(n) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized atsuch time to take specified actions pursuant to this Indenture.

(o) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

SECTION 7.03. Individual Rights of Trustee . The Trustee in its individual or any other capacity may become the owner or pledgee of Securities andmay otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar orco-paying agent may do the same with like rights. However, the Trustee must comply with Section 7.09.

SECTION 7.04. Trustee’s Disclaimer . The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of thisIndenture, the Securities or any of the Note Documents, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shallnot be responsible for any statement of the Company or recital in this Indenture, or any statement in any Note Document or in any document issued inconnection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

SECTION 7.05. Notice of Defaults . If a Default occurs with respect to the Securities and is continuing and written notice of such Default has beenreceived by the Trustee as specified in Section 7.02(j), the Trustee shall send to each Holder a notice of the Default within 5 Business Days after suchwritten notice of it is received by a Trust Officer of the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or intereston any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the noticeis in the interests of Holders.

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SECTION 7.06. Compensation and Indemnity . The Company agrees to: (a) pay to the Trustee, the Collateral Agent and the Loan Administrator,from time to time as agreed to between the Company, the Trustee, the Collateral Agent and the Loan Administrator, reasonable compensation for itsservices as has been agreed to by the Company, the Trustee, the Collateral Agent and the Loan Administrator, which compensation shall not be limited byany law on compensation of a trustee of an express trust; (b) reimburse the Trustee, Collateral Agent and Loan Administrator upon request for all reasonableout-of-pocket expenses incurred or made by it, including, but not limited to, costs of monitoring the Collateral, costs of monitoring the Company’scompliance with the Note Documents and the MBIA Facility (provided that the Trustee, the Collateral Agent and the Loan Administrator shall have no dutyto monitor), costs of collection, in addition to the compensation for its services (such expenses shall include the reasonable compensation and expenses,disbursements and advances of the Trustee’s, Collateral Agent’s and Loan Administrator’s agents, counsel, accountants, financial advisors, and experts); (c)indemnify, defend, protect and hold harmless the Trustee (in its individual capacity and Trustee capacities), the Collateral Agent (in its capacity asCollateral Agent), the Loan Administrator (in its capacity as Loan Administrator) and their respective directors, officers and agents against any and all loss,damage, claims, liability, cost or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance oradministration of this Indenture and the trusts thereunder and the performance of its duties hereunder or any of the Note Documents (including the costs andexpenses of enforcing this Indenture against the Company or defending itself against any claim whether asserted by any Holder or the Company, or liabilityin connection with the acceptance, exercise or performance of any of its powers or duties hereunder) and (d) after the occurrence of an Event of Default,reimburse the Majority Holders for reasonable compensation and expenses, disbursement and advances of the Majority Holders’ counsel and financialadvisors. The Trustee, Collateral Agent and Loan Administrator shall notify the Company promptly of any claim for which it may seek indemnity. Failureby the Trustee, Collateral Agent or Loan Administrator to so notify the Company shall not relieve the Company of its obligations hereunder or any of theNote Documents, except to the extent the Company has been prejudiced by such failure. The Company shall defend the claim and the Trustee, CollateralAgent and Loan Administrator may have a single separate counsel for all of them (except to the extent that representation of all of the Trustee, CollateralAgent and Loan Administrator by a single counsel would be improper due to conflict of interest, in which case each of them may retain separate counsel)and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability orexpense found by a court of competent jurisdiction in a final, non-appealable judgment to have been incurred by the Trustee, Collateral Agent or LoanAdministrator through the Trustee’s, Collateral Agent’s or Loan Administrator’s, as applicable, own willful misconduct or gross negligence.

To secure the Company’s payment obligations in this Section 7.06, the Trustee, Collateral Agent and Loan Administrator shall have a lien prior to theSecurities on all money or property held or collected by the Trustee, Collateral Agent or Loan Administrator other than money or property held in trust topay principal of and interest on particular Securities.

The Company’s payment obligations pursuant to this Section shall survive the satisfaction and discharge of this Indenture and the resignation orremoval of the Trustee, Collateral Agent or Loan Administrator. When the Trustee, Collateral Agent or Loan Administrator incurs expenses after theoccurrence of a Default specified in Section 6.01(e) with respect to the Company, the expenses are intended to constitute expenses of administration underany Bankruptcy Law or any similar federal, provincial, territorial or state law for the relief of debtors.

SECTION 7.07. Replacement of Trustee . The Trustee may resign at any time by so notifying the Company. The Majority Holders may remove theTrustee with respect to the Securities by so notifying with 31 days prior notice to the Trustee and may appoint a successor Trustee. The Company shallremove the Trustee if:

(a) the Trustee fails to comply with Section 7.09;

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(b) the Trustee is adjudged bankrupt or insolvent;

(c) a receiver or other public officer takes charge of the Trustee or its property; or

(d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint asuccessor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee),the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation orremoval of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under thisIndenture. The successor Trustee shall mail a notice of its succession to Holders of the Outstanding Securities. The retiring Trustee shall promptly transferall property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 20% inprincipal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.09, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and theappointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.06 shall continue for the benefitof the retiring Trustee.

SECTION 7.08. Successor Trustee by Merger . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all itscorporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further actshall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by thisIndenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authenticationof any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, anysuccessor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee;and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture.

SECTION 7.09. Corporate Trustee Required; Eligibility . (a) There shall at all times be a Trustee hereunder which shall be:

(i) a corporation organized and doing business under the laws of the United States, or of any state or territory thereof, or of the District ofColumbia, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by federal or state authority, or

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(ii) a corporation or other person organized and doing business under the laws of a foreign government permitted to act as a Trusteepursuant to a rule, regulation or other order of the Commission, authorized under such laws to exercise corporate trust powers, and subject tosupervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision orexamination applicable to United States institutional trustees.

(b) The Trustee shall have at all times a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annualreport of condition.

ARTICLE VIII[RESERVED]

ARTICLE IXSATISFACTION AND DISCHARGE

SECTION 9.01. Satisfaction and Discharge of Indenture . (a) This Indenture and the other Note Documents shall cease to be of further effect (exceptas to any surviving rights of registration of transfer or exchange of Securities expressly provided for herein or pursuant hereto and any right to receiveAdditional Amounts as contemplated by Article 12), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledgingsatisfaction and discharge of this Indenture and the other Note Documents, when:

(i) all Outstanding Securities that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid andSecurities for which payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee forcancellation;

(ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the OutstandingSecurities (other than contingent obligations or liabilities for which no claim or demand for payment has been made); and

(iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditionsprecedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

(b) After the conditions to discharge contained in this Article 9 have been satisfied, and the Company has paid or caused to be paid all othersums payable hereunder, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent tosatisfaction and discharge have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of the obligations of theCompany and the Insurer under this Indenture and the other Note Documents.

ARTICLE XAMENDMENT AND WAIVER

SECTION 10.01. Without Consent of Holders . The Company, the Trustee, and the Collateral Agent (if applicable) at any time and from time to time,may amend this Indenture and other Note Documents without notice to or consent of any Holder to, but with the written consent of the Insurer (unless anInsurer Default shall have occurred and be continuing) solely if such amendment is adverse to the interests of the Insurer:

(a) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to makeconsistent any other provisions with respect to matters or questions arising under this Indenture or other Note Documents; provided that such action shallnot adversely affect the interests of the Holders of Securities in any material respect;

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(b) provide for uncertificated Securities in addition to or in place of certificated Securities;

(c) add to the covenants of the Company for the benefit of the Holders of the Securities or to surrender any right or power herein or in the otherNote Documents conferred upon the Company or MBIA Inc.;

(d) enter into additional or supplemental Security Documents and to add additional assets as Collateral to secure the Securities;

(e) release, terminate or discharge, or to confirm and evidence the release, termination or discharge of, any Collateral when permitted orrequired by this Indenture or the Security Documents or to amend or supplement any Security Document in accordance with this Indenture or the SecurityDocuments;

(f) accept and consent to, and to take, any and all steps to perfect a security interest in the Collateral granted pursuant to the SecurityDocuments;

(g) evidence and provide for the acceptance of appointment hereunder by a successor Trustee or a successor Collateral Agent and to add to orchange any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than oneTrustee;

(h) provide for the issuance of PIK Securities in accordance with this Indenture; provide for uncertificated Securities in addition to or inreplacement of certificated Securities; in the event PIK Securities are issued in certificated form, to make appropriate amendments to this Indenture toreflect changes to minimum denomination of certificated PIK Securities, establish minimum redemption amounts for certificated PIK Securities and otherchanges necessary to administer the certificated PIK Securities; or

(i) supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the discharge of Securitiespursuant to Section 9.01; provided that any such action shall not adversely affect the interests of the Holders of Securities or any other series of Securities inany material respect.

After an amendment under this Section 10.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. Thefailure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01.

SECTION 10.02. With Consent of Holders . Except as provided above in Section 10.01 and below in this Section 10.02, the Company, the Trusteeand the Collateral Agent (if applicable) may amend this Indenture and the other Note Documents, with the written consent of the Insurer (unless an InsurerDefault shall have occurred and be continuing) solely if such amendment is materially adverse to the interests of the Insurer, and the written consent of theHolders of at least a majority in principal amount of the Outstanding Securities affected (including consents obtained in connection with a tender offer orexchange for the Securities) and any past default or compliance with any provisions may also be waived with the written consent of the Insurer (unless anInsurer Default shall have occurred and be continuing) solely if such waiver is adverse to the interests of the Insurer and the consent of the Holders of atleast a majority in principal amount of the Outstanding Securities affected. However, without the consent of each Holder of an Outstanding Securityaffected thereby, an amendment or waiver may not:

(a) change the Stated Maturity of the principal of or any installment of interest on any Security, or change the due date of the Make-WholePremium or any other premium;

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(b) reduce the principal amount thereof (or premium including the Make-Whole Premium, if any) or the rate of interest, if any, on any Security;

(c) change any obligation of the Company to pay Additional Amounts contemplated by Section 12.01;

(d) reduce the amount of the principal of any Security that would be due and payable upon a declaration of acceleration of the maturity thereofpursuant to Section 6.02 or the amount thereof provable in bankruptcy pursuant to Section 6.04, or adversely affect any right of repayment at the option ofany Holder;

(e) change the currency of payment of principal on (or premium including the Make-Whole Premium, if any) or interest, if any on any Security;

(f) reduce the percentage in aggregate principal amount of the Outstanding Securities the consent of whose Holders is required for any waiverof compliance with certain provisions of this Indenture or certain defaults and their consequences provided for in this Indenture;

(g) change any provision of the Note Documents providing for payments or redemptions, in each case, to be applied pro rata among theHolders entitled to such payments or redemptions of Securities;

(h) make any change in, or release other than in accordance with this Indenture that would adversely affect the Holders of any such Securities;or

(i) release the Liens for the benefit of the Holders on all or substantially all of the Collateral other than in accordance with this Indenture andthe Security Documents;

(j) release the Company or MBIA Inc. from its obligations under this Indenture or any other Note Document, other than in accordance with thisIndenture and the other Note Documents; or

(k) modify any of the provisions of this Section or Section 6.13 except to increase any percentage or to provide that certain provisions of thisIndenture cannot be waived without the consent of the Holder of each Outstanding Security.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendmenthereto. If a record date is fixed, the Holders on such record date or their duly designated agents, and only such Persons, shall be entitled to consent to suchamendment, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue ofthe requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shallautomatically and without further action by any Holder be cancelled and of no further effect.

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It shall not be necessary to approve the particular form of any proposed amendment, but it shall be sufficient if the substance thereof shall beapproved.

SECTION 10.03. Execution of Amendments . The Trustee and the Collateral Agent (if applicable) shall sign any amendment authorized pursuant tothis Article 10 if such amendment does not adversely affect the rights, duties or immunities of the Trustee or Collateral Agent, as applicable. In executing,or accepting the additional trusts created by this Article 10 or the modifications thereby of the trusts created by this Indenture, the Trustee and CollateralAgent (if applicable) shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and anOpinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture and that such amendment is the legal, validand binding obligation of Company, enforceable against them in accordance with its terms, subject to customary exceptions. The Trustee and the CollateralAgent (if applicable) may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s or Collateral Agent’s, as applicable, ownrights, duties or immunities under this Indenture or otherwise.

SECTION 10.04. Effect of Amendments . Upon the execution of any amendment under this Article 10, this Indenture or the applicable NoteDocument shall be modified in accordance therewith, and such amendment shall form a part of this Indenture or the applicable Note Document for allpurposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 10.05. Reference in Securities to Amendment s . Securities authenticated and delivered after the execution of any amendment pursuant tothis Article 10 may bear a notation as to any matter provided for in such amendment. If the Company shall so determine, new Securities so modified as toconform, in the opinion of the Company, to any such amendment may be prepared and executed by the Company and authenticated and delivered by theTrustee in exchange for Outstanding Securities.

SECTION 10.06. Notice of Amendments . Promptly after the execution by the Company and the Trustee of any amendment pursuant to theprovisions of Section 10.03, the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner set forth inSection 13.01, setting forth in general terms the substance of such amendment.

ARTICLE XISECURITY

SECTION 11.01. Security Documents; Additional Collateral .

(a) In order to secure the due and punctual payment of the Notes Obligations, (i) on the Issue Date, simultaneously with the execution anddelivery of this Indenture, the Collateral Grantors have executed Security Documents granting to the Collateral Agent for the benefit (or, where applicable,as direct representative) of the Secured Creditors a first-priority perfected Lien in the Collateral, and (ii) after the Issue Date, each other affiliate of theCompany that is required to become a Collateral Grantor pursuant to Section 4.17 shall execute and deliver the necessary Security Documents in order togrant to the Collateral Agent a first-priority perfected Lien in all assets of such Person which are required to, but do not already, constitute Collateral.

(b) The Company shall cause every Collateral Grantor to from time to time take the actions required by Section 4.17.

SECTION 11.02. Releases of Collateral . The Notes Obligations will no longer be required to be secured by Liens on Collateral and the Lienssecuring the Notes Obligations will be released:

(a) in whole, upon the payment in full of all Notes Obligations (other than contingent obligations or liabilities for which no claim or demand forpayment has been made);

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(b) if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; and

(c) in whole or in part, with the consent of the requisite Holders as provided in Section 10.02.

SECTION 11.03. Release Documentation . Upon compliance with the conditions to release of all or any portion of the Collateral set forth inSection 11.02, the Collateral Agent and the Trustee shall forthwith take all necessary action (at the request of and the expense of the Company,accompanied by an Officer’s Certificate and Opinion of Counsel that the conditions precedent to such release have been satisfied) to release and re-conveyto the applicable Collateral Grantor or the Company the applicable portion of the Collateral that is authorized to be released pursuant to Section 11.02, andshall deliver such Collateral in its possession to the applicable Collateral Grantor or the Company, including, without limitation, executing and deliveringreleases and satisfactions wherever required. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance uponany such Officer’s Certificate or Opinion of Counsel, and the Trustee and the Collateral Agent shall not be under any obligation to release any such Lienand security interest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificateand Opinion of Counsel.

SECTION 11.04. Possession and Use of Collateral; No Impairment of the Security Interests .

(a) So long as no Event of Default has occurred and is continuing, and subject to the terms of this Indenture, the Security Documents, the MBIAFacility and the Company Operating Agreement, each Collateral Grantor will be entitled to freely operate the property and assets constituting the Collateralpledged by it and to receive, invest and dispose of all cash dividends, principal, interest and other payments made upon or with respect to the Collateralpledged by it and to exercise any voting and other consensual rights pertaining to the Collateral pledged by it.

(b) No Collateral Grantor shall take any action, or omit to take any action, which action or omission would have the result of impairing thevalidity, perfection or priority of the security interests in the Collateral created by the Security Documents, (except as expressly set forth in this Indenture orthe Security Documents, including any action that would result in a Permitted Collateral Lien (as defined in the Security Documents)).

(c) The Collateral Agent will distribute all funds received by it in accordance with the provisions of the Security Documents, and the Trusteewill distribute all funds received by it from the Collateral Agent for the benefit of the Trustee and the Holders in accordance with the provisions of thisIndenture.

SECTION 11.05. Collateral Agent . The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of theCollateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptanceof the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take suchaction on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to theCollateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonablyincidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the IntercreditorAgreement, the duties

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of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except thoseexpressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement or as requested by theMajority Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with theTrustee, any Holder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants,functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement orotherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture withreference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of anyapplicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationshipbetween independent contracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the IntercreditorAgreement or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without thewritten direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable.

The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, asapplicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. TheCollateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized theCollateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on theterms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights andpowers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, theIntercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms ofeach Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time inaccordance with its terms or the terms of this Indenture.

The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the CollateralAgent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the CollateralAgent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such actionwith respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to thisSection 11.05).

The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence,genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the CollateralGrantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfullycreated, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’sproperty constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed ordelivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particularmanner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to theCollateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act,omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of theforegoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to

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impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, torecord any documents or instruments in any public office at any time or be responsible for perfection or maintaining the perfection of the security interestspurported to be created by the Security Documents and such responsibility shall be solely that of the Company.

Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or anyCollateral Grantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason ofthe failure of any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, theCollateral Agent or any other Person.

The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, andnotwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the CollateralAgent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, theCollateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property undermortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of thepresence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in anamount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The CollateralAgent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking fromthe Company or the Holders to be sufficient.

SECTION 11.06. Replacement of Collateral Agent . The Collateral Agent may resign at any time by so notifying the Company. The Majority Holdersmay remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successorCollateral Agent. The Company shall remove Collateral Agent if:

(a) the Collateral Agent is adjudged bankrupt or insolvent;

(b) a receiver or other public officer takes charge of the Collateral Agent or its property; or

(c) the Collateral Agent otherwise becomes incapable of acting.

If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptlyappoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event beingreferred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent.

A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon theresignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and dutiesof the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of the Securities. The retiringCollateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent.

If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring CollateralAgent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successorCollateral Agent.

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SECTION 11.07. Purchaser Protected . No purchaser or grantee of any property or rights purporting to be released from the Liens in favor of theCollateral Agent shall be bound to ascertain the authority of the Collateral Agent or Trustee to execute the release or to inquire as to the existence of anyconditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 11.02 have been satisfied.

SECTION 11.08. Authorization of Receipt of Funds by the Trustee Under the Security Documents . The Trustee is authorized to receive any funds forthe benefit of Holders distributed under the Security Documents and to apply such funds as provided in Section 6.06.

SECTION 11.09. Powers Exercisable by Receiver or Trustee . In case the Collateral shall be in the possession of a receiver or trustee, lawfullyappointed, the powers conferred in this Article 11 upon any Collateral Grantor, as applicable, with respect to the release, sale or other disposition of suchproperty may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similarinstrument of any Collateral Grantor, as applicable, or of any officer or officers thereof required by the provisions of this Article 11.

SECTION 11.10. Compensation and Indemnification . The Collateral Agent shall be entitled to the compensation and indemnification set forth inSection 7.06 (with the references to the Trustee therein being deemed to refer to and include the Collateral Agent).

SECTION 11.11. Form of Security Documents and Opinions . To the extent that any provision of this Indenture or any Security Document requiresthe execution or delivery by the Trustee or the Collateral Agent after the Issue Date of any Security Documents, agreements, certificates, opinions or otherdocuments, in each case, in form and substance reasonably satisfactory to the Trustee or the Collateral Agent, or other similar discretionary approval, or insubstantially in the same form as such Security Documents, agreements, certificates, opinions or other documents were delivered on the Issue Date or asattached hereto, the Holders, by acquiring the Securities, are deemed to have approved the form and substance of any such Security Documents, agreements,certificates, opinions or other documents in substantially the same form as those executed and delivered on the Issue Date, in each case, with such changesas may be appropriate to reflect the entity subject to or the subject of or the governing law of such Security Documents, agreements, certificates, opinions orother documents and the jurisdiction of organization of such entity and hereby authorize the Trustee and the Collateral Agent, as applicable, to execute suchdocuments and accept such documents and opinions. For the avoidance of doubt, this Section 11.11 shall not supersede any requirement contained hereinregarding the delivery of an Officer’s Certificate or an Opinion of Counsel, stating that all conditions precedent to the execution and delivery of suchSecurity Documents have been satisfied and the Trustee and Collateral Agent, as applicable, is permitted to execute and deliver such Security Documents.

ARTICLE XIIADDITIONAL AMOUNTS

SECTION 12.01. Payment of Additional Amounts .

(a) The Company shall pay any amounts due with respect to the Securities without deduction or withholding for any and all present and futurewithholding taxes, levies, imposts and charges (a “ withholding tax ”) imposed by or for the account of the United States of America, the State of Delawareor any other jurisdiction in which the Company is a resident for tax purposes or any political subdivision

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or taxing authority of such jurisdiction (the “ Taxing Jurisdiction ”), unless such withholding or deduction is required by law. If such deduction orwithholding is at any time required, the Company will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with anyrelevant administrative requirements), pay additional amounts (the “ Additional Amounts ”) in respect of principal amount, redemption price and interest (ifany), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee aftersuch deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, the Company will not payany Additional Amounts in the following instances:

(i) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of,member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation) is a domiciliary, national or resident of, or engagingin business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present orformer connection with the Taxing Jurisdiction other than solely the holding or ownership of the Security or the collection of principal amount,redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of theSecurity or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was providedfor, whichever is later;

(ii) if and to the extent the withholding tax is pursuant to the law in effect at the time the holder acquires Securities and the assignor to theholder was not entitled to such Additional Amounts at the time of the holder’s acquisition;

(iii) if any withholding tax would not have been imposed but for the failure to comply with Section 12.01(c), if such compliance isrequired by statute or by regulation as a precondition to relief or exemption from such withholding tax and such holder or beneficial owner is legallyable to so comply;

(iv) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental chargeimposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current orfuture U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) ofthe Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connectionwith the implementation of such Sections of the Code (hereinafter “FATCA”); or

(v) any combination of the instances described in the preceding clauses.

(b) If a holder receives a refund of any taxes as to which the Company has paid Additional Amounts pursuant to this Section 12.01 (including inrespect of the payment of Additional Amounts pursuant to this Section 12.01), such holder shall pay to the Company an amount equal to such refund, net ofall out of pocket expenses (including taxes) of the holder and without interest (other than any interest paid by the relevant governmental authority withrespect to such refund). The Company shall repay to the holder the amount paid over pursuant to this clause (b) (plus any penalties, interest, or other chargesimposed by the relevant governmental authority) in the event that the holder is required to repay such refund to such governmental authority.

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(c) Tax Forms .

(i) Each non-U.S. holder shall (w) on or prior to the date such non-U.S. holder becomes a holder hereunder, (x) after the occurrence ofany event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (c) and (y) from time to time ifreasonably requested by the Company or the Trustee, provide the Company, the Trustee and the Paying Agent with two properly completed and dulyexecuted originals of one of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income iseffectively connected with a U.S. trade or business), W-8BEN-E or other applicable W-8 Form (claiming exemption from, or a reduction of, U.S.withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or anysuccessor forms, (B) in the case of a non-U.S. holder claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or otherapplicable W-8 Form (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificatein form and substance acceptable to the Company that such non-U.S. holder is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of theCode, (2) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreigncorporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables the Company todetermine its withholding and reporting obligations.

(ii) Each U.S. holder shall (w) on or prior to the date such holder becomes a holder hereunder, (x) after the occurrence of any eventrequiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ii) and (y) from time to time if requestedby the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled to an exemption from U.S.backup withholding tax) or any successor form.

(iii) If a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder wereto fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, asapplicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at such time ortimes reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed by applicable law(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and information reasonably requested by theCompany, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent, as applicable, to comply with theirrespective obligations under FATCA, to determine that such holder has or has not complied with its obligations under FATCA and, as necessary, todetermine the amount to deduct and withhold from such payment. For purposes of this Section 12.01(c), FATCA shall include any amendments madeto FATCA after the Issue Date.

ARTICLE XIIIMISCELLANEOUS

SECTION 13.01. Notices . Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed asfollows:

if to the Company:

MZ Funding LLCc/o MBIA Inc.One Manhattanville Road Suite 301Purchase, New York 10577Attention: Anthony Reynolds

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if to the Trustee or the Collateral Agent:

Wilmington Savings Fund Society, FSB500 Delaware AvenueWilmington, Delaware 19801Attention: Corporate Trust AdministrationEmail: [email protected]

[email protected]

if to the Insurer:

MBIA Insurance CorporationOne Manhattanville RoadSuite 301Purchase, New York 10577

The Company or the Trustee or the Collateral Agent by notice to the other may designate additional or different addresses for subsequent notices orcommunications.

Any notice or communication mailed (or, in the case of Global Securities, sent to the Depositary pursuant to Applicable Procedures) to a Holder shallbe sent to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so sent within the timeprescribed.

Failure to mail or otherwise send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to otherHolders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it.

The Trustee and Collateral Agent agree to accept and act upon instructions or directions pursuant to this Indenture and any other Note Document sentby unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided , however , upon a request from the Trustee orCollateral Agent, as applicable (which the Trustee or the Collateral Agent shall have no obligation to make), that the party providing such writteninstructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee andCollateral Agent, as applicable, in a timely manner, and such originally executed instructions or directions shall be signed by an authorized representative ofthe party providing such instructions or directions.

SECTION 13.02. Certificate as to Conditions Precedent . Upon any request or application by the Company to the Trustee or the Collateral Agent totake or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee or the Collateral Agent an Officer’s Certificate in formand substance reasonably satisfactory to the Trustee or the Collateral Agent stating that, in the opinion of the signers, all conditions precedent, if any,provided for in this Indenture relating to the proposed action have been complied with.

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SECTION 13.03. Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a covenant or conditionprovided for in this Indenture shall include:

(a) a statement that the individual making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in suchcertificate or opinion are based;

(c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express aninformed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

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

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, orrepresentations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representationswith respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counselmay be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating thatthe information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable careshould know, that the certificate or opinion or representations with respect to such matters are erroneous.

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

SECTION 13.04. Rules by Trustee, Paying Agent and Registrar . The Trustee may make reasonable rules for action by or a meeting of Holders. TheRegistrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.05. Legal Holidays . If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a LegalHoliday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 13.06. Governing Law; Waiver of Jury Trial .

(a) This Indenture and any claim, controversy or dispute related to or in connection with this Indenture, any Note Document or any of thetransactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of the rights and duties of theparties hereto shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation, Section 5-1401 et seqof the New York General Obligations Law but otherwise without regard to principles of conflicts of laws).

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(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL ORSTATE COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR INCONNECTION WITH THIS INDENTURE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACINGOF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW,EACH PARTY HERETO HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANYSUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS,THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION ORPROCEEDING IS IMPROPER, OR THAT ANY NOTE DOCUMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE LITIGATED INOR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO AGREES NOT TO SEEK ANDHEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION ORJURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT. EXCEPT AS PROHIBITED BY LAW,EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLYOR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

(c) Each party to this Indenture irrevocably consents to service of process in the manner provided for notices in Section 13.01. Nothing in thisIndenture will affect the right of any party to this Indenture to serve process in any other manner permitted by law.

SECTION 13.07. No Recourse Against Others . A director, officer, employee, member or stockholder, as such, of the Company shall not have anyliability for any obligations of the Company under or in respect of the Securities or this Indenture, this Indenture or other Note Document, as applicable. Byaccepting a Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of theSecurities.

SECTION 13.08. Successors . All agreements of the Company in this Indenture and the Securities shall bind their respective successors. Allagreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.09. Counterparts . This Indenture may be executed in counterparts (and by different parties hereto on different counterparts), each ofwhich shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signaturepage of this Indenture by facsimile or other means of electronic transmission shall be effective as delivery of a manually executed counterpart of thisIndenture.

SECTION 13.10. Table of Contents; Headings . The table of contents, cross-reference sheet and headings of the Articles and Sections of thisIndenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of theterms or provisions hereof.

SECTION 13.11. U.S.A. Patriot Act . The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee andLoan Administrator, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify andrecord information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee and Loan Administrator.The parties to this Indenture agree that they will provide the Trustee and Loan Administrator with such information as it may request in order for theTrustee and Loan Administrator to satisfy the requirements of the U.S.A. Patriot Act.

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SECTION 13.12. Tax Characterization . Each party to this Indenture and the Loan Administrator (a) acknowledges and agrees that it is the intent ofthe parties to this Indenture that for all purposes, including federal, state and local income, single business and franchise tax purposes, the Securities will betreated as evidence of indebtedness of the Company and the Company will not be characterized as an association or publicly traded partnership that istaxable as a corporation, (b) agrees to treat the Securities for federal, state and local income and franchise tax purposes as indebtedness and (c) agrees thatthe provisions of all Note Documents shall be construed to further these intentions of the parties.

SECTION 13.13. Multiple Roles . The parties hereto expressly acknowledge and consent to Wilmington Savings Fund Society, FSB, acting in themultiple roles of Trustee, Collateral Agent and Loan Administrator. Wilmington Savings Fund Society, FSB may, in such capacities, discharge its separatefunctions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent thatany such conflict or breach arises from the performance by Wilmington Savings Fund Society, FSB of express duties set forth in this Indenture or the otherNote Documents in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in thecase of negligence (other than errors in judgment), bad faith or willful misconduct by Wilmington Savings Fund Society, FSB.

SECTION 13.14. Confidentiality . Each of the Trustee, the Collateral Agent and, to the extent it accesses Confidential Information through theDatasite, each Holder and each beneficial owner of an interest in a Global Security agrees to maintain the confidentiality of the Confidential Information (asdefined in the MBIA Credit Agreement), except that Confidential Information may be disclosed (a) to its Related Parties (it being understood that thePersons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep suchInformation confidential in accordance with customary practices); (b) to the extent required or requested by any regulatory authority purporting to havejurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners);(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection withthe exercise of any remedies hereunder or under any other Note Document or any action or proceeding relating to this Indenture or any other NoteDocument or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same (or at least asrestrictive) as those of this Section 13.14 (or as may otherwise be reasonably acceptable to the Company), to (x) any assignee of or participant in, or anyprospective assignee of or participant in, any of its rights and obligations under this Indenture, or (y) any actual or prospective party (or its Related Parties)to any swap, derivative or other transaction under which payments are to be made by reference to the Company and its obligations, this Indenture orpayments hereunder; (g) with the consent of the Company; or (h) to the extent that such Confidential Information (x) becomes publicly available other thanas a result of a breach of this Section 13.14, or (y) becomes available to the Trustee, the Collateral Agent or any of their Affiliates on a nonconfidential basisfrom a source other than the Company, which source is not known by the Trustee, the Collateral Agent or such Affiliate to be bound by a confidentialityobligation to the Company or its Affiliate.

SECTION 13.15. Benefits of Indenture . The Insurer and its successors and assigns shall be a third-party beneficiary to the provisions of thisIndenture which expressly provide rights to the Insurer, and shall be entitled to rely upon and directly to enforce such provisions of this Indenture so long asno Insurer Default shall have occurred and be continuing.

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SECTION 13.16. Consent to Amendments . Each Holder is hereby deemed to consent to the amendment and restatement on the date hereof of (i) thePrior Subordinated Indenture and (ii) the other Note Documents (as defined in the Prior Subordinated Indenture) amended and restated on the date hereof.

[SIGNATURE PAGES FOLLOW]

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MZ FUNDING LLC, as Company

By: /s/ Oliver E.W. North Name: Oliver E.W. North Title: Assistant Vice President and Treasurer

[Signature page to the Indenture]

WILMINGTON SAVINGS FUND SOCIETY, FSB, asTrustee and as Collateral Agent

By: /s/ Geoffrey J. Lewis Name: Geoffrey J. Lewis Title: Vice President

[Signature page to the Indenture]

Appendix A

PROVISIONS RELATING TO SECURITIES

1. Definitions .

1.1 Definitions

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“ Definitive Security ” means a certified Security registered in the name of the Holder thereof and issued in accordance with Section 2.3 to AppendixA of this Indenture, in substantially the form of a Global Security hereto, except that such Security shall not bear the Global Security Legend and shall nothave the “Schedule of Exchanges of Interests in the Global Security” attached hereto.

“ Global Security Legend ” means the legend set forth in Section 2.3(e)(3) of this Appendix A, which is required to be placed on all Global Securitiesissued under this Indenture.

“ Institutional Accredited Investor Security ” means a Security issued to an Institutional Accredited Investor in a private transaction.

“ Regulation S Security ” means a Security issued in an Offshore Transaction (as defined in Rule 902) in compliance with Rule 903 or Rule 904.

“ Securities Custodian ” means the custodian with respect to a Global Security (as appointed by the Depositary), or any successor Person thereto andshall initially be the Trustee.

Capitalized terms used and not otherwise defined in this Appendix A shall have the meanings given to them in the Indenture.

1.2 Other Definitions .

Term Defined inSection:

“144A Global Security ” 2.1(a) “ Agent Members ” 2.1(b) “ Global Security ” 2.1(a) “ Rule 144A Security ” 2.1(a)

2. The Securities .

2.1 (a) Form and Dating . The Securities may be issued either in the form of Definitive Securities or, in the case only of Securities whose resale isrestricted to transactions in compliance with Rule 144A (each, a “ Rule 144A Security ”), in the form of one or more permanent global restricted Securitiesin definitive fully registered form and Regulation S Securities 1 (each, a “ Global Security ”). A Global Security shall have the global securities legend setforth in Exhibit 1.1. and shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian and registered 1 NTD: Conforming modifications to permit Reg S Global Securities to be made prior to Closing.

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in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trusteeand the Depositary or its nominee as hereinafter provided.

(b) Book-Entry Provisions . This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more GlobalSecurities that (1) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary and(2) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Securities Custodian. EachGlobal Security shall have a minimum denomination of $250,000 at issuance thereof.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security heldon their behalf by the Depositary or by the Trustee as the Securities Custodian of the Depositary or under such Global Security, and the Company, theTrustee and any agent of the Company or the Trustee shall be entitled to treat the Depositary as the absolute owner of such Global Security for all purposeswhatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from givingeffect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, theoperation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

(c) Certificated Securities . Except for Rule 144A Securities, which may be issued in the form of Global Securities as provided in Section 2.1(b), allSecurities shall be issued as Definitive Securities.

2.2 Authentication . The Trustee shall authenticate and deliver: on the Issue Date, an aggregate principal amount of $277,678,000.00 12% SeniorSecured Notes due 2022.

2.3 Transfer and Exchange .

(a) Transfer and Exchange of Beneficial Interests in the Global Securities . The transfer and exchange of beneficial interests in the Global Securitiesshall be effected through the Depositary in accordance with the provisions hereof and the Applicable Procedures. Beneficial interests in Global Securitiesshall be subject to restrictions on transfer comparable to those set forth herein and as otherwise required by the Securities Act. Transfers of beneficialinterests in a Global Security shall be in a minimum denomination of $250,000. Transfers of beneficial interests in Global Securities also shall requirecompliance with either clause (1) or (2) below, as applicable, as well as one or more of the other following clauses, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Security . Beneficial interests in any Global Security may be transferred to Persons whotake delivery thereof in the form of a beneficial interest in the same Global Security in accordance with the transfer restrictions set forth in the PrivatePlacement Legend and any Applicable Procedures. Except as may be required by any Applicable Procedures, no written orders or instructions shall berequired to be delivered to the Registrar to effect the transfers described in this Section 2.3(a)(1).

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(2) All Other Transfers and Exchanges of Beneficial Interests in Global Securities . In connection with all transfers and exchanges of beneficialinterests that are not subject to Section 2.3(a)(1) above, the transferor of any such beneficial interest must deliver to the Registrar either (A)(i) awritten order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing theDepositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to betransferred or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participantaccount to be credited with such increase or (B) if permitted under Section 2.3(b) or 2.3(g) hereof, (i) a written order from a Participant or an IndirectParticipant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Securityin an amount equal to the beneficial interest to be transferred or exchanged and (ii) instructions given by the Depositary to the Registrar containinginformation regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (B)(i)above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in the Indenture andthe Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security(s)pursuant to Section 2.3(g) hereof.

(3) Transfer of Beneficial Interests in a Global Security to Another Global Security . A beneficial interest in any Global Security may betransferred to a Person who takes delivery thereof in the form of a beneficial interest in another Global Security if the transfer complies with therequirements of Section 2.3(a)(2) above and the Registrar receives a certificate in the form of Appendix B hereto, including the certifications in item(1) thereof.

(b) Transfer or Exchange of Beneficial Interests in Global Securities for Definitive Securities . Subject to Section 2.4 hereof, if any holder of abeneficial interest in a Global Security proposes to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to aPerson who takes delivery thereof in the form of a Definitive Security, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Global Security proposes to exchange such beneficial interest for a Definitive Security, acertificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth in AppendixB hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred in an Offshore Transaction (as defined in Rule 902 of Regulation S) in compliance withRule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred to an Institutional Accredited Investor in a private transaction, a certificate to the effectset forth in Appendix B hereto, including the certifications in item (3) thereof; and

(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth inAppendix B hereto, including the certifications in item (4) thereof,

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the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of theapplicable Global Security, and the Company shall execute and the Trustee shall authenticate and deliver a Definitive Security in the appropriateprincipal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and theapplicable Participant or Indirect Participant on behalf of such holder. Any Definitive Security issued in exchange for a beneficial interest in a GlobalSecurity pursuant to this Section 2.3(b) shall be registered in such name or names and in such authorized denomination or denominations as the holderof such beneficial interest shall designate in such instructions. The Trustee shall deliver such Definitive Securities to the Persons in whose names suchSecurities are so registered. Any Definitive Security issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.3(b)(1)shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(c) Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities . If any holder of a Definitive Security that is a QIBproposes to exchange such Security for a beneficial interest in a Global Security or if a holder proposes to transfer such Definitive Security to a QIB whotakes delivery thereof in the form of a beneficial interest in a Global Security, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such Definitive Security proposes to exchange such Security for a beneficial interest in a Global Security, a certificatefrom such holder in the form of Appendix C hereto, including the certifications in item (1)(b) thereof; or

(B) if such Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in AppendixB hereto, including the certifications in item (1) thereof.

the Trustee shall cancel the Definitive Security, increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregateprincipal amount of the appropriate Global Security.

(d) Transfer and Exchange of Definitive Securities for Definitive Securities . Upon request by a holder of Definitive Securities and such holder’scompliance with the provisions of this Section 2.3(d), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registrationof transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a writteninstruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additionalcertifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d), including:

(A) if the holder of such Definitive Security proposes to exchange such Security for another Definitive Security, a certificate from suchholder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or

(B) if such Definitive Security is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth inAppendix B hereto, including the certifications in item (1) thereof;

(C) if such Definitive Security is being transferred in an Offshore Transaction (as defined in Rule 902 of Regulation S) in compliancewith Rule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof;

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(D) if such Definitive Security is being transferred to an Institutional Accredited Investor in a private transaction, a certificate to theeffect set forth in Appendix B hereto, including the certifications in item (3) thereof; or

(E) if such Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth inAppendix B hereto, including the certifications in item (4) thereof.

Upon satisfaction of the conditions of this Section 2.3(d), the Trustee shall cancel the prior Definitive Security and the Company shall execute, and theTrustee shall authenticate and deliver a Definitive Security in the appropriate principal amount to the Person designated by the holder of such priorDefinitive Security in instructions delivered to the Registrar by such holder.

(e) Legends . The following legends shall appear on the face of all Global Securities and Definitive Securities issued under the Indenture unlessspecifically stated otherwise in the applicable provisions of the Indenture.

(1) Private Placement Legend .

Each Global Security and each Definitive Security (and all Securities issued in exchange therefor or substitution thereof) shall bear the legendin substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THEFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER”(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENTDISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) A PERSON WHO HAS ACQUIRED THIS SECURITY IN ANOFFSHORE TRANSACTION (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT) IN COMPLIANCEWITH RULE 903 OR RULE 904 OF REGULATION S OR (C) AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITEDINVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3), OR (7) OF REGULATION D UNDER THE SECURITIES ACT(AN,“INSTITUTIONAL ACCREDITED INVESTOR”); AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOTOFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT INACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITEDSTATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER INCOMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (C) IN AN OFFSHORE TRANSACTION IN COMPLIANCEWITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (D) TO AN INSTITUTIONAL ACCREDITEDINVESTOR IN A PRIVATE TRANSACTION. PRIOR TO REGISTRATION OF TRANSFER IN ACCORDANCE WITH (2)(B) ABOVE,(2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BEOBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. THE COMPANY ALSO RESERVES THE RIGHT TOREQUIRE THE DELIVERY OF

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SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TODETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT ANDAPPLICABLE STATE SECURITIES LAWS.”

“BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE (1) ACQUIRER REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED PURCHASER,” AS THAT TERM IS DEFINED UNDER THEINVESTMENT COMPANY ACT OF 1940, AS AMENDED (A “QUALIFIED PURCHASER”), AND (2) AGREES FOR THE BENEFIT OFTHE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIALINTEREST HEREIN, EXCEPT TO A QUALIFIED PURCHASER.”

“EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVEREPRESENTED, WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN(I) EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3)OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT ISSUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THEUNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSEUNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S OR PLAN’SINVESTMENT IN SUCH ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (AS MODIFIED BY SECTION 3(42) OFERISA) (“BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TOANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OFSECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), AND NO PART OF THE ASSETS TO BE USEDBY IT TO ACQUIRE OR HOLD SUCH SECURITIES OR ANY INTEREST THEREIN CONSTITUTES THE ASSETS OF ANY BENEFITPLAN INVESTOR OR SUCH GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, OR (B) IF IT IS, OR IS ACTING ONBEHALF OF, A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, ITS ACQUISITION,HOLDING AND DISPOSITION OF SUCH SECURITIES (OR INTERESTS THEREIN) WILL NOT CONSTITUTE OR RESULT IN AVIOLATION OF ANY SUCH SIMILAR LAW, AND (II) IT WILL NOT SELL OR TRANSFER SUCH SECURITIES (OR INTERESTSTHEREIN) TO AN ACQUIROR ACQUIRING SUCH SECURITIES (OR INTERESTS THEREIN) UNLESS THE ACQUIROR MAKES ORIS DEEMED TO MAKE THE FOREGOING REPRESENTATIONS, WARRANTIES AND AGREEMENTS DESCRIBED IN CLAUSE(I) HEREOF. ANY PURPORTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THISPARAGRAPH SHALL BE NULL AND VOID AB INITIO.”

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(2) Regulation S Legend . Each Definitive Security issued pursuant to Regulation S shall also bear a legend in substantially the following form:

“THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT PRIOR TO THE END OF THE 40-DAY DISTRIBUTIONCOMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, ANY OFFER OR SALE OFTHE NOTES SHALL NOT BE MADE BY IT TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHINTHE MEANING OF RULE 902 OF REGULATION S.”

(3) Global Security Legend . Each Global Security shall also bear a legend in substantially the following form:

“THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY)OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TOANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON ASMAY BE REQUIRED PURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BEEXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (III) THISGLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THEINDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIORWRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITYMAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY ANOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THEDEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARYUNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHERNAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANYTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(f) Cancellation and/or Adjustment of Global Securities . At such time as all beneficial interests in a particular Global Security have been exchangedfor Definitive Securities or a particular Global Security has been redeemed, repurchased or cancelled in whole and not in part, each such Global Securityshall be returned to or retained and cancelled by the Trustee in accordance with Section 2.10 of the Indenture. At any time prior to such cancellation, if anybeneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest inanother Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordinglyand an endorsement shall be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; andif the beneficial

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interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, suchother Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depositary at thedirection of the Trustee to reflect such increase.

(g) General Provisions Relating to Transfers and Exchanges .

(1) No service charge shall be made to a Holder of a beneficial interest in a Global Security or to a Holder of a Definitive Security for anyregistration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similargovernmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange ortransfer pursuant to Sections 2.06 and 2.09 of the Indenture).

(2) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or DefinitiveSecurities shall be the valid obligations of the Company, evidencing the same Indebtedness, as the Global Securities or Definitive Securitiessurrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of the Indenture equally and proportionately withall other Securities duly issued hereunder.

(3) Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Securities during a periodbeginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.02 of the Indenture andending at the close of business on the date of selection, (B) to register the transfer of or to exchange any Security so selected for redemption in wholeor in part, except the unredeemed portion of any Security being redeemed in part or (C) to register the transfer of or to exchange a Security between arecord date (including a regular record date) and the next succeeding interest payment date.

(4) Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Company may deem and treat thePerson in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of andinterest on such Security and for all other purposes, in each case regardless of any notice to the contrary.

(5) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section to effect aregistration of transfer or exchange may be submitted by facsimile.

(6) The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by theCompany and to act in accordance with such letter. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliancewith any restrictions on transfer imposed under the Indenture under applicable law with respect to any transfer of any interest in any Security(including any transfer between or among Participants or other beneficial owners of interests in any Global Security) other than to require delivery ofsuch certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, theIndenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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(h) Transfer of Global Securities as a Whole . Notwithstanding any other provisions of this Appendix A (other than the provisions set forth inSection 2.4 hereof), a Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of theDepositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee ofsuch successor Depositary.

(i) Proxies Granted With Respect to Global Certificates . The registered Holder of a Global Security shall be entitled to grant proxies and otherwiseauthorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitledto take under this Indenture or the Securities.

(j) No Obligation of the Trustee .

(1) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in theDepositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, withrespect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (otherthan the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. Allnotices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to orupon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficialowners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. TheTrustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants andany beneficial owners.

(2) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposedunder this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or amongDepositary participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and otherdocumentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examinethe same to determine substantial compliance as to form with the express requirements hereof.

2.4 Definitive Securities .

(a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian for the Depositary pursuant to Section 2.1 hereof shallbe transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of suchGlobal Security, in exchange for such Global Security, if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary forsuch Global Security and the Depositary fails to appoint a successor Depositary or if at any time such Depositary ceases to be a “clearing agency” registeredunder the Exchange Act, in either case, and a successor Depositary is not appointed by the Company within 90 days of such notice; provided that suchexchange shall comply with the provisions of Section 2.3.

(b) Any Global Security that is transferable to the beneficial owners thereof pursuant to Section 2.4(a) shall be surrendered by the Depositary to theTrustee located at its principal Corporate Trust Office in the Borough of Manhattan, The City of New York, to be so transferred, in whole, without charge,and the Trustee shall authenticate and deliver, upon such transfer of an equal aggregate principal amount of certificated Securities of authorizeddenominations of $2,000 and integral multiples of $1,000 in excess thereof.

A-9

(c) A Definitive Security shall be in authorized denominations of $2,000 and integral multiples of $1,000, unless (i) such Definitive Security is issuedupon exchange or transfer of another Definitive Security and the Definitive Security so issued is equal in principal amount to the Definitive Security soexchange or transferred, (ii) the Definitive Security is issued to a beneficial holder pursuant to this Section 2.4 and the entire principal amount beneficiallyowned by the holder is exchanged for such Definitive Security, or (iii) the principal amount of a Definitive Security is increased, or additional Securities areissued, at the election of the Company to pay interest as provided in Section 2.11 of the Indenture.

(d) In the event of the occurrence of the event specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee areasonable supply of certificates in definitive, fully registered form without interest coupons.

A-10

EXHIBIT 1.1to

APPENDIX A

[FORM OF FACE OF RULE 144A SECURITY]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDMAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWINGSENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDERTHE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLESECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN AN OFFSHORETRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (D) TO ANINSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A) (1), (2), (3) OR (7) OFREGULATION D UNDER THE SECURITIES ACT IN A PRIVATE TRANSACTION. PRIOR TO THE REGISTRATION OF ANY TRANSFER INACCORDANCE WITH (2)(B) ABOVE, (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OFWHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. THE COMPANY ALSO RESERVES THERIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BEREQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS.

BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE (1) ACQUIRER REPRESENTS THAT IT AND ANY ACCOUNTFOR WHICH IT IS ACTING IS A “QUALIFIED PURCHASER,” AS THAT TERM IS DEFINED UNDER THE INVESTMENT COMPANY ACT OF1940, AS AMENDED (A “QUALIFIED PURCHASER”), AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER,SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT TO A QUALIFIEDPURCHASER.

EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN (I) EITHER (A) IT IS NOT, AND ISNOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OFSUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH ANEMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (ASMODIFIED BY SECTION 3(42) OF ERISA) (“BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLANWHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED

Appendix A-11

TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), AND NO PART OF THEASSETS TO BE USED BY IT TO ACQUIRE OR HOLD SUCH SECURITIES OR ANY INTEREST THEREIN CONSTITUTES THE ASSETS OF ANYBENEFIT PLAN INVESTOR OR SUCH GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, OR (B) IF IT IS, OR IS ACTING ON BEHALFOF, A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING ANDDISPOSITION OF SUCH SECURITIES (OR INTERESTS THEREIN) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY SUCHSIMILAR LAW, AND (II) IT WILL NOT SELL OR TRANSFER SUCH SECURITIES (OR INTERESTS THEREIN) TO AN ACQUIROR ACQUIRINGSUCH SECURITIES (OR INTERESTS THEREIN) UNLESS THE ACQUIROR MAKES OR IS DEEMED TO MAKE THE FOREGOINGREPRESENTATIONS, WARRANTIES AND AGREEMENTS DESCRIBED IN CLAUSE (I) HEREOF. ANY PURPORTED TRANSFER OF THESECURITIES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO .

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITSNOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSONUNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIREDPURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUTNOT IN PART PURSUANT TO SECTION 2.4 OF APPENDIX A TO THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TOTHE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BETRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEETO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS SECURITY IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TOTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BYAN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ORTO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 2 2 [To be affixed to Global Securities]

Appendix A-12

No.________ $______

CUSIP NO. 55406H AE6 ISIN NO. US55406HAE62

MZ FUNDING LLC


MZ Funding LLC, a Delaware limited liability company (herein called the “ Company ”, which term includes any Successor Company under theIndenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of_____________________ UNITED STATES DOLLARS ($________), subject to adjustments listed on the Schedule of Increases or Decreases in GlobalSecurity attached hereto, on [___________], 2022.

Interest Rate: 12% per annum

Interest Payment Dates: March 31, June 30, September 30 and December 31.

Record Dates: March 26, June 25, September 25 and December 26.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes havethe same effect as if set forth at this place.

[ SIGNATURE PAGE FOLLOWS ]

Appendix A-13

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its duly authorized officer.

Dated: _________________________


By: Name: Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 12% Senior Secured Notes due 2022 described in the within-mentioned Indenture.

Wilmington Savings Fund Society, FSB

as Trustee By:

Authorized Signatory

Dated:

Appendix A-14

[FORM OF REVERSE SIDE OF RULE 144A SECURITY]

MZ FUNDING LLC


Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 1. INTEREST . MZ Funding LLC (the “ Company ”) promises to pay interest on the principal amount of this Security at 12% per annum. The Company

shall pay interest quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing September 30, 2019. Intereston the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from July 10, 2019. Interestshall be calculated on the basis of a year of 360 days. The Company shall pay interest on overdue principal, interest and other overdue amounts at arate per annum equal to the rate which is 5.00% in excess of the rate which would have been payable if such overdue amount had, during the period ofnon-payment, constituted an outstanding amount of the Securities. Such interest shall be payable in accordance with Section 2.11 of the Indenture.

2. METHOD OF PAYMENT . The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders ofSecurities at the close of business on the March 26, June 25, September 25, and December 26 next preceding the interest payment date even if suchSecurities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collectprincipal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender forpayment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium andinterest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make allpayments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holderthereof; provided , however , that payments on a certificated Security shall be made by wire transfer to a U.S. dollar account maintained by the payeewith a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to sucheffect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee mayaccept in its discretion). Notwithstanding the foregoing and subject to and as provided in Section 2.11 of the Indenture, the Company may elect to payall or a portion of interest by increasing the principal amount of this Security or issuing new Securities in accordance with Section 2.02 of theIndenture. The Company must elect the form of interest payment by delivering a notice to the Trustee at least 3 Business Days prior to the InterestPayment Date, a copy of which shall be posted to MBIA Inc.’s website or in MBIA Inc.’s periodic SEC Reports. On any Interest Payment Date withrespect to which the Company has elected to pay interest by increasing the principal amount of this Security, the principal amount of this Securityshall be so increased.

3. PAYING AGENT AND REGISTRAR . Initially, Wilmington Savings Fund Society, FSB, a national banking association duly organized and existingunder the laws of the United States of America (the “ Trustee ”), shall act as Paying Agent and Registrar. The Company may appoint and change anyPaying Agent, Registrar or co-registrar without notice. The Company or any of its Affiliates incorporated or organized within The United States ofAmerica may act as Paying Agent, Registrar or co-registrar.

Appendix A-15

4. INDENTURE . The Company issued the Securities under an Indenture dated as of July 10, 2019 (the “ Indenture ”), among the Company, the Trusteeand the Collateral Agent. This Security is one of a duly authorized issue of notes of the Company designated as its 12% Senior Secured Notes due2022, initially issued in the aggregate principal amount of $277,678,000.00. The terms of the Securities include those stated in the Indenture, andHolders are referred to the Indenture for a statement of those terms (which for greater certainty includes the right of exchange of the Securitiesprovided in Appendix A to the Indenture, which is an express term of this Security). To the extent any provision of this Security conflicts with theexpress provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION . The Company shall be entitled at its option to redeem the Securities, in whole or in part, at a redemption price equal to100% of the principal amount of the Securities being redeemed plus any applicable Make-Whole Premium as of, and accrued and unpaid interest, ifany, to (but not including), the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevantinterest payment date).

6. PREPAYMENT . The Securities are subject to prepayment as described in Section 3.08 of the Indenture.

7. DENOMINATIONS; TRANSFER; EXCHANGE . The Securities are in registered form without coupons in denominations of a minimum principalamount of $2,000 and integral multiples of $1,000 in excess thereof, except that the Securities may be in other denominations to the extent that theprincipal amount of a Security is increased, or additional Securities are issued, at the election of the Company to pay interest as provided inSection 3.08 of the Indenture, and provided that if this is a Global Security, any transfer of a beneficial interest in the Security evidenced by thiscertificate shall be in a minimum denomination of $250,000. A Holder may transfer or exchange Securities in accordance with the Indenture. TheRegistrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and the Company will require aHolder to pay any taxes and fees required by law or by the Indenture. The Registrar need not register the transfer of or exchange any Securitiesselected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for aperiod of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. A Security may be transferred only to theDepositary or to another Person if both (i) such Person is a Qualified Purchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer incompliance with Rule 144A, (y) in an Offshore Transaction (as defined in Rule 9012) in compliance with Rule 903 or Rule 904, or (z) to anInstitutional Accredited Investor in a private placement. Transfer may otherwise be restricted as provided in the Indenture.

8. PERSONS DEEMED OWNERS . The registered Holder of this Security may be treated as the owner of it for all purposes.

9. UNCLAIMED MONEY . If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall paythe money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitledto the money must look only to the Company and not to the Trustee for payment.

10. [ Reserved ].

11. AMENDMENT AND WAIVER . The Indenture, the Securities and the other Note Documents may be amended or waived in the manner provided inthe Indenture.

12. DEFAULTS AND REMEDIES . The Events of Default relating to the Securities are defined in Section 6.01 of the Indenture. Upon the occurrence ofan Event of Default, the rights and obligations of the Company, the Insurer, the Trustee and the Holders shall be as set forth in the applicableprovisions of the Indenture or other applicable Note Document.

Appendix A-16

13. TRUSTEE DEALINGS WITH COMPANY . The Trustee in its individual or any other capacity may become the owner or pledgee of Securities andmay become a creditor of, or otherwise deal with the Company or any of its Affiliates, with the same rights it would have if it were not Trustee.

14. NO RECOURSE AGAINST OTHERS . A director, officer, employee, member or stockholder, as such, of the Company shall not have any liabilityfor any obligations of the Company under the Securities or this Indenture, this Indenture or any other Note Document, as applicable, or for any claimbased on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all suchliability. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issueof the Securities.

15. SECURITY DOCUMENTS . The obligations of the Company under the Indenture, the Securities and the Security Documents will be secured by aLien granted to the Collateral Agent on the Collateral.

16. AUTHENTICATION . This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) signs manually or byfacsimile the certificate of authentication on the other side of this Security.

17. ABBREVIATIONS . Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TENENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), andU/G/M/A (=Uniform Gift to Minors Act).

18. CUSIP NUMBERS . Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company hascaused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenienceto Holders of Securities. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any noticeof redemption and reliance may be placed only on the other identification numbers placed thereon.

19. GOVERNING LAW . THIS SECURITY AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER INCONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURITY AND THETRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNEDBY THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 ET SEQ OF THE NEW YORKGENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS).

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

MZ Funding LLCc/o MBIA Inc.One Manhattanville RoadSuite 301Purchase, New York 10577Attention: Anthony Reynolds

Appendix A-17

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this

Security to: (Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint ___________________________________________ as agent to transfer this Security on the books of the Company. The agentmay substitute another to act for him. Dated: Your Signature:

(Sign exactly as your name appears on the other side of thisSecurity.)

SignatureGuarantee:

(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements includemembership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may bedetermined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Appendix A-18

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Date of Exchange

Amount ofdecrease in

principal amountof this Global

Security

Amount ofincrease in


Security

Principal amountof this Global

Securityfollowing such

decrease orincrease)

Signature ofauthorized officer

of Trustee orSecuritiesCustodian

Appendix A-19

EXHIBIT 1.2to

APPENDIX A

[FORM OF FACE OF REGULATION S SECURITY]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDMAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWINGSENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION (AS DEFINED IN RULE 902 OFREGULATION S UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER REGULATION S; AND(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLESECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN AN OFFSHORETRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (D) TO ANINSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANIING OF RULE 501(A) (1), (2), (3) OR (7) OFREGULATION D UNDER THE SECURITIES ACT IN A PRIVATE TRANSACTION. PRIOR TO THE REGISTRATION OF ANY TRANSFER INACCORDANCE WITH (2)(B) ABOVE, (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OFWHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. THE COMPANY ALSO RESERVES THERIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BEREQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS.

BY ITS ACQUISITION HEREOF, THE (1) ACQUIRER REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A“QUALIFIED PURCHASER,” AS THAT TERM IS DEFINED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (A“QUALIFIED PURCHASER”), AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OROTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT TO A QUALIFIED PURCHASER.

EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN (I) EITHER (A) IT IS NOT, AND ISNOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OFSUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH ANEMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (ASMODIFIED BY SECTION 3(42) OF ERISA) (“BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLANWHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTIONPROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE

Appendix A-20

(“SIMILAR LAW”), AND NO PART OF THE ASSETS TO BE USED BY IT TO ACQUIRE OR HOLD SUCH SECURITIES OR ANY INTERESTTHEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCH GOVERNMENTAL, CHURCH, NON-U.S. OR OTHERPLAN, OR (B) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILARLAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITIES (OR INTERESTS THEREIN) WILL NOT CONSTITUTE ORRESULT IN A VIOLATION OF ANY SUCH SIMILAR LAW, AND (II) IT WILL NOT SELL OR TRANSFER SUCH SECURITIES (OR INTERESTSTHEREIN) TO AN ACQUIROR ACQUIRING SUCH SECURITIES (OR INTERESTS THEREIN) UNLESS THE ACQUIROR MAKES OR ISDEEMED TO MAKE THE FOREGOING REPRESENTATIONS, WARRANTIES AND AGREEMENTS DESCRIBED IN CLAUSE (I) HEREOF. ANYPURPORTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BENULL AND VOID AB INITIO.

THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCEPERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, ANY OFFER OR SALE OF THE SECURITIES SHALLNOT BE MADE BY IT TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902 OFREGULATION S.

Appendix A-21

No.________ $______ CUSIP NO. ___ ISIN NO. _____

MZ FUNDING LLC


MZ Funding LLC, a Delaware limited liability company (herein called the “ Company ”, which term includes any Successor Company under theIndenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of_____________________ UNITED STATES DOLLARS ($________) on [__], 2022.






Appendix A-22


Dated: _________________________

MZ FUNDING LLC

By: Name: Title:



Wilmington Savings Fund Society, FSB

as Trustee

By: Authorized Signatory

Dated:

Appendix A-23

[FORM OF REVERSE SIDE OF REGULATION S SECURITY]

MZ FUNDING LLC




2. METHOD OF PAYMENT . The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders ofSecurities at the close of business on the March 26, June 25, September 25 and December 26 next preceding the interest payment date even if suchSecurities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collectprincipal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender forpayment of public and private debts. The Company shall make all payments in respect of this Security (including principal, premium and interest) bymailing a check to the registered address of each Holder thereof; provided , however, that payments on this Security shall be made by wire transfer toa U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written noticeto the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date forpayment (or such other date as the Trustee may accept in its discretion). Notwithstanding the foregoing and subject to and as provided in Section 2.11of the Indenture, the Company may elect to pay all or a portion of interest by increasing the principal amount of this Security or issuing newSecurities in accordance with Section 2.02 of the Indenture. The Company must elect the form of interest payment by delivering a notice to theTrustee at least 3 Business Days prior to the Interest Payment Date, a copy of which shall be posted to MBIA Inc.’s website or in MBIA Inc.’speriodic SEC Reports. On any Interest Payment Date with respect to which the Company has elected to pay interest by increasing the principalamount of this Security, the principal amount of this Security shall be so increased.


4. INDENTURE . The Company issued the Securities under an Indenture dated as of July 10, 2019 (the “ Indenture ”), among the Company, the Trusteeand the Collateral Agent. This Security is one of a duly authorized issue of notes of the Company designated as its 12% Senior Secured Notes due2022, initially issued in the aggregate principal amount of $277,678,000.00. The terms of the

Appendix A-24

Securities include those stated in the Indenture, and Holders are referred to the Indenture for a statement of those terms (which for greater certaintyincludes the right of exchange of the Securities provided in Appendix A to the Indenture, which is an express term of this Security). To the extent anyprovision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION . The Company shall be entitled at its option to redeem the Securities, in whole or in part, at a redemption price equal to100% of the principal amount of the Securities plus any applicable Make-Whole Premium as of, and accrued and unpaid interest, if any, to (but notincluding), the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest paymentdate).


7. DENOMINATIONS; TRANSFER; EXCHANGE . The Securities are in registered form without coupons in denominations of a minimum principalamount of $2,000 and integral multiples of $1,000 in excess thereof, except that the Securities may be in other denominations to the extent that theprincipal amount of a Security is increased, or additional Securities are issued, at the election of the Company to pay interest as provided inSection 3.08 of the Indenture. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder,among other things, to furnish appropriate endorsements or transfer documents and the Company will require a Holder to pay any taxes and feesrequired by law or by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in thecase of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection ofSecurities to be redeemed or 15 days before an interest payment date. A Security may be transferred only to the Depositary or to another Person ifboth (i) such Person is a Qualified Purchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer in compliance with Rule 144A, (y) in anOffshore Transaction (as defined in Rule 9012) in compliance with Rule 903 or Rule 904, or (z) to an Institutional Accredited Investor in a privateplacement. Transfer may otherwise be restricted as provided in the Indenture.



10. [ Reserved ].




Appendix A-25









Appendix A-26

ASSIGNMENT FORM








SignatureGuarantee: (Signature must be guaranteed)


Appendix A-27

EXHIBIT 1.3to

APPENDIX A

[FORM OF FACE OF INSTITUTIONAL ACCREDITED INVESTOR SECURITY]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDMAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWINGSENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING IS AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR AS DEFINED INRULE 501(A)(1), (2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”); AND(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLESECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN AN OFFSHORETRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (D) TO ANINSTITUTIONAL ACCREDITED INVESTOR IN A PRIVATE TRANSACTION. PRIOR TO THE REGISTRATION OF ANY TRANSFER INACCORDANCE WITH (2)(B) ABOVE, (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OFWHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. THE COMPANY ALSO RESERVES THERIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BEREQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS.


EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN (I) EITHER (A) IT IS NOT, AND ISNOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OFSUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH ANEMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (ASMODIFIED BY SECTION 3(42) OF ERISA) (“BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLANWHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED

Appendix A-28

TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), AND NO PART OF THEASSETS TO BE USED BY IT TO ACQUIRE OR HOLD SUCH SECURITIES OR ANY INTEREST THEREIN CONSTITUTES THE ASSETS OF ANYBENEFIT PLAN INVESTOR OR SUCH GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, OR (B) IF IT IS, OR IS ACTING ON BEHALFOF, A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING ANDDISPOSITION OF SUCH SECURITIES (OR INTERESTS THEREIN) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY SUCHSIMILAR LAW, AND (II) IT WILL NOT SELL OR TRANSFER SUCH SECURITIES (OR INTERESTS THEREIN) TO AN ACQUIROR ACQUIRINGSUCH SECURITIES (OR INTERESTS THEREIN) UNLESS THE ACQUIROR MAKES OR IS DEEMED TO MAKE THE FOREGOINGREPRESENTATIONS, WARRANTIES AND AGREEMENTS DESCRIBED IN CLAUSE (I) HEREOF. ANY PURPORTED TRANSFER OF THESECURITIES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

Appendix A-29

No.________ $______

CUSIP NO. ISIN NO.

MZ FUNDING LLC


MZ Funding LLC, a Delaware limited liability company (herein called the “ Company ”, which term includes any Successor Company under theIndenture hereinafter referred to), for value received, promises to pay to [_________], the principal sum of _____________________ UNITED STATESDOLLARS ($________) on January 20, 2022.






Appendix A-30


Dated: _________________________

MZ FUNDING LLC

By: Name: Title:



WILMINGTON SAVINGS FUND SOCIETY, FSBas Trustee By:


Dated:

Appendix A-31

[FORM OF REVERSE SIDE OF INSTITUTIONAL ACCREDITED INVESTOR SECURITY]

MZ FUNDING LLC




2. METHOD OF PAYMENT . The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders ofSecurities at the close of business on the March 26, June 25, September 25 and December 26 next preceding the interest payment date even if suchSecurities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collectprincipal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender forpayment of public and private debts. The Company shall make all payments in respect of this Security (including principal, premium and interest) bymailing a check to the registered address of each Holder thereof; provided , however , that payments on this Security shall be made by wire transfer toa U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written noticeto the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date forpayment (or such other date as the Trustee may accept in its discretion). Notwithstanding the foregoing and subject to and as provided in Section 2.11of the Indenture, the Company may elect to pay all or a portion of interest by increasing the principal amount of this Security or issuing newSecurities in accordance with Section 2.02 of the Indenture. The Company must elect the form of interest payment by delivering a notice to theTrustee at least 3 Business Days prior to the Interest Payment Date, a copy of which shall be posted to MBIA Inc.’s website or in MBIA Inc.’speriodic SEC Reports. On any Interest Payment Date with respect to which the Company has elected to pay interest by increasing the principalamount of this Security, the principal amount of this Security shall be so increased.


4. INDENTURE . The Company issued the Securities under an Indenture dated as of July 10, 2019 (the “ Indenture ”), among the Company, the Trusteeand the Collateral Agent. This Security is one of a duly authorized issue of notes of the Company designated as its 12% Senior Secured Notes due2022, initially issued in the aggregate principal amount of $277,678,000.00. The terms of the

Appendix A-32

Securities include those stated in the Indenture, and Holders are referred to the Indenture for a statement of those terms (which for greater certaintyincludes the right of exchange of the Securities provided in Appendix A to the Indenture, which is an express term of this Security). To the extent anyprovision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.



7. DENOMINATIONS; TRANSFER; EXCHANGE . The Securities are in registered form without coupons in denominations of a minimum principalamount of $2,000 and integral multiples of $1,000 in excess thereof, except that the Securities may be in other denominations to the extent that theprincipal amount of a Security is increased at the election of the Company to pay interest as provided in Section 3.08 of the Indenture. A Holder maytransfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriateendorsements or transfer documents and the Company will require a Holder to pay any taxes and fees required by law or by the Indenture. TheRegistrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part,the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 daysbefore an interest payment date. A Security may be transferred only to the Depositary or to another Person if both (i) such Person is a QualifiedPurchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer in compliance with Rule 144A, (y) to an Institutional Accredited Investor incompliance with Regulation D or (z) in an Offshore Transaction (as defined in Rule 901) in compliance with Rule 904. Transfer may otherwise berestricted as provided in the Indenture.



10. [ Reserved ].




Appendix A-33









Appendix A-34

ASSIGNMENT FORM








SignatureGuarantee:



Appendix A-35

APPENDIX B

FORM OF CERTIFICATE OF TRANSFER

MZ Funding LLCc/o MBIA Inc.One Manhattanville RoadSuite 301Purchase, New York 10577Attention: Anthony Reynolds Re: 12% Senior Secured Notes due 2022

Reference is hereby made to the Indenture, dated as of July 10, 2019 (the “ Indenture ”), among MZ Funding LLC, as issuer (the “ Company ”), andWilmington Savings Fund Society, FSB, as Trustee and as Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given tothem in the Indenture.

_______________________, (the “ Transferor ”) owns and proposes to transfer the Security[ies] or interest in such Security[ies] specified inAnnex A hereto, in the principal amount of $______________ in such Security[ies] or interests (the “ Transfer ”), to_________________________ (the “Transferee ”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[ CHECK ALL THAT APPLY ]

1. ☐ Check if Transferee will take delivery of a beneficial interest in a Global Security or of a Definitive Security Pursuant to Rule 144A .The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “ SecuritiesAct ”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Security is being transferred to a Person that theTransferor reasonably believed and believes is purchasing the beneficial interest or Definitive Security for its own account, or for one or more accounts withrespect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within themeaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securitieslaws of any state of the United States. In addition, the Transferor hereby certifies that the beneficial interest or the Definitive Security is being transferred toa Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or the Definitive Security for its own account or for one ormore accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “Qualified Purchaser”within the meaning of the Investment Company Act of 1940, as amended. Upon consummation of the proposed Transfer in accordance with the terms of theIndenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legendprinted on the Global Security and/or the Definitive Security and in the Indenture and the Securities Act.

2. ☐ Check if Transferee will take delivery of a Definitive Security pursuant to Regulation S . The Transfer is being effected pursuant to and inaccordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not beingmade to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor andany Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, onor through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transactionwas prearranged with a buyer in the United States, (ii) no

B-1

directed selling efforts have been made in contravention of the requirements of Rule 903 or Rule 904 of Regulation S under the Securities Act, and (iii) thetransaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, the Transferor hereby certifies that theDefinitive Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the Definitive Security for its ownaccount or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a“Qualified Purchaser” within the meaning of the Investment Company Act of 1940, as amended. Upon consummation of the proposed transfer inaccordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumeratedin the Private Placement Legend printed on the Definitive Security and in the Indenture and the Securities Act.

3. ☐ Check and complete if Transferee is an Institutional Accredited Investor that will take delivery of a Definitive Security in a PrivatePlacement . The Transfer is being effected pursuant to a private placement exemption under the Securities Act, and, accordingly, the Transferor herebyfurther certifies that the Definitive Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing DefinitiveSecurity for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and eachsuch account is an institutional investor that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D in a privatetransaction and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. In addition, the Transferorhereby certifies that the Definitive Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the DefinitiveSecurity for its own account or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and eachsuch account is a “Qualified Purchaser” within the meaning of the Investment Company Act of 1940, as amended. Upon consummation of the proposedTransfer in accordance with the terms of the Indenture, the transferred Definitive Security will be subject to the restrictions on transfer enumerated in thePrivate Placement Legend printed on the Definitive Security and in the Indenture and the Securities Act.

4. ☐ The Transfer is being effected to the Company or any of its Subsidiaries.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By: Name: Title:

Dated:

B-2

ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ☐ a beneficial interest in a: Global Security (CUSIP ____________), or

(b) ☐ a Definitive Security.

2. After the Transfer the Transferee will hold:


(a) ☐ a beneficial interest in a: Global Security (CUSIP __________), or


in accordance with the terms of the Indenture.

B-3

APPENDIX C

FORM OF CERTIFICATE OF EXCHANGE

MZ Funding LLCc/o MBIA Inc.One Manhattanville RoadSuite 301Purchase, New York 10577Attention: Anthony Reynolds Re: 12% Senior Secured Notes due 2022

Reference is hereby made to the Indenture, dated as of July 10, 2019 (the “ Indenture ”), among MZ Funding LLC, as issuer (the “ Company ”), andWilmington Savings Fund Society, FSB, as Trustee and as Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given tothem in the Indenture.

_____________________, (the “ Owner ”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, inthe principal amount of $_________ in such Security[ies] or interests (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifies that:

[CHECK ALL THAT APPLY]

1. (a) ☐ Check if Exchange is from beneficial interest in a Global Security to Definitive Security . In connection with the Exchange of theOwner’s beneficial interest in a Global Security for a Definitive Security with an equal principal amount, the Owner hereby certifies that the DefinitiveSecurity is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms ofthe Indenture, the Definitive Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printedon the Definitive Security and in the Indenture and the Securities Act.

(b) ☐ Check if Exchange is from Definitive Security to beneficial interest in a Global Security . In connection with the Exchange of theOwner’s Definitive Security for a beneficial interest in a Global Security with an equal principal amount, the Owner hereby certifies (i) the Owner is a“qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (ii) the beneficial interest is being acquired for the Owner’s ownaccount without transfer and (iii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Definitive Security andpursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Uponconsummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions ontransfer enumerated in the Private Placement Legend printed on the Global Security and in the Indenture and the Securities Act.

(c) ☐ Check if Exchange is from Definitive Security to Definitive Security . In connection with the Owner’s Exchange of a DefinitiveSecurity for a Definitive Security, the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner’s own account without transfer,(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Definitive Security and pursuant to and in accordance withthe Securities Act, and (iii) the Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any state of the UnitedStates.

2. The Owner is a “Qualified Purchaser,” as that term is defined under the Investment Company Act of 1940, as amended.

C-1


[Insert Name of Owner]

By: Name: Title:

Dated:

C-2

Execution Version

APPENDIX D

FORM OF EQUITY PLEDGE AGREEMENT

Execution Version

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time,this “ Agreement ”), made by MBIA INC., a Connecticut corporation (the “ Pledgor ”), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, ascollateral agent for the Holders of the Securities (in such capacity, together with its successors and assigns, the “Collateral Agent” or “ Secured Party ”) forthe Secured Creditors.

RECITALS

A. Pursuant to the Indenture, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time totime, the “ Indenture ”; capitalized terms used but not defined herein shall have the meanings given such terms in the Indenture), by and among MZFunding LLC, a Delaware limited liability company (the “ Company ”), the Collateral Agent, and Wilmington Savings Fund Society, FSB, as trustee (insuch capacity, together with its successors and assigns, the “ Trustee ”), the Company will from time to time incur the Obligations (as hereinafter defined)and the Holders have agreed to purchase such Securities from the Company. It is a requirement under the Indenture that the Pledgor shall execute anddeliver this Agreement to the Secured Party for the benefit of the Secured Creditors.

B. In order to induce the Holders to accept the Securities issued under the Indenture, the Pledgor has agreed to pledge and grant a continuingLien on the Collateral to secure the Obligations (as hereinafter defined).

C. The Company and the Pledgor are entering into certain other transactions related to the transactions contemplated hereby, including anAmended and Restated Subordinated Indenture between the Company, as issuer, and Wilmington Savings Fund Society, FSB, as subordinated trustee andsubordinated collateral agent (the “ Inc. Subordinated Financing ”), such Inc. Subordinated Financing and the transactions contemplated hereby being partof a coordinated financing plan involving the Company and the Pledgor.

Accordingly, the Pledgor hereby agrees as follows:

• Security Interest .

• Grant of Security and Pledge . As security for the Obligations (as hereinafter defined), Pledgor hereby delivers, assigns, pledges,sets over and grants to the Secured Party a first priority security interest in, all of its right, title and interest, whether now existing or hereafterarising or acquired, in and to any and all limited liability company membership interests of the Company, as more fully described on Exhibit Ahereto, which is executed by an authorized person of the Pledgor (the “ Collateral ”).

• Obligations . “Obligations” shall mean all now existing or hereafter arising obligations of the Company and all obligations of thePledgor and the Company to the Secured Creditors hereunder and under the Note Documents, including the Notes Obligations, to the SecuredParty with respect to the Indenture, whether primary or secondary, direct or indirect, absolute or contingent, joint or several, secured orunsecured, due or not, liquidated or

unliquidated, arising by operation of law or otherwise, whether for principal, interest, fees, expenses or otherwise (including, without limitation,interest, fees, costs, or other payments on the Obligations paid or accrued after the commencement of an Insolvency Proceeding and whether ornot such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to anyInsolvency Proceeding), together with all costs of collection or enforcement, including, without limitation, reasonable attorneys’ fees incurredin any collection efforts or in any action or proceeding.

• Pledgor Remains Liable . This Agreement shall not affect the Pledgor’s liability to perform all of its duties and obligations underthe transactions giving rise to the Obligations. The exercise by the Secured Party of any of the rights hereunder shall not release the Pledgorfrom any of its duties or obligations under the transactions giving rise to the Obligations, which shall remain unchanged as if this Agreementhad not been executed. The Secured Party shall not have any obligation or liability under the transactions giving rise to the Obligations byreason of this Agreement, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Pledgor thereunder or totake any action to collect or enforce any claim for payment assigned hereunder.

• Continuing Agreement . This Agreement shall create a continuing security interest in the Collateral and shall remain in full forceand effect until payment in full of the Obligations.

• Title; Liens and Encumbrances . The Pledgor represents and warrants that it is (or to the extent that this Agreement states that theCollateral is to be acquired after the date hereof, will be) the record and beneficial owner of, having (or to the extent that this Agreement statesthat the Collateral is to be acquired after the date hereof, will have) good and marketable title to, the Collateral pledged by it hereunder, free ofany and all Liens or options in favor of, or claims of, any other person, except the Liens created by this Agreement, and the Pledgor willpromptly notify the Secured Party of any such other Lien or claim made or asserted against the Collateral and will defend the Collateral againstany such Lien or other claim.

• State of Organization or Residence; Legal Name . The Pledgor represents and warrants to the Secured Party as follows:

• The Pledgor’s state of incorporation is the State of Connecticut. The Pledgor’s chief executive office or principal office, if it isnot a registered organization, as such term is defined under the Uniform Commercial Code as in effect in the State of New York, as it may beamended, supplemented or modified from time to time (the “UCC”), is set forth on Schedule I hereto. The Pledgor shall promptly notify theSecured Party of any change in the foregoing representations.

• The Pledgor’s registered or legal name is as set forth on Schedule I hereto. The Pledgor currently uses, and during the last five(5) years has used, no other names, including business or trade names, except as set forth on Schedule I hereto. The Pledgor shall not changesuch name without providing the Secured Party thirty (30) days’ prior written notice.

• The grant of the security interest in the Collateral, combined with the filing of financing statements, the execution of controlagreements the execution of assignments, and/or possession of the Collateral, each as appropriate, is effective to vest in the Secured Party avalid and perfected first priority security interest, superior to the rights of any person in and to the Collateral as set forth herein.

• The execution, delivery and performance by the Pledgor of this Agreement has been duly authorized by all necessary corporateaction and does not result in any violation of (i) the terms of Pledgor’s certificate of incorporation, bylaws (as amended, restated, amended andrestated, supplemented or modified prior to the date hereof), or other similar documents or (ii) applicable law.

• This Agreement constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except assuch enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyand subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

• Pledgor is the direct and beneficial owner of the Collateral set forth on Exhibit A hereto and has all governing authority under theoperating agreement and certificate of incorporation of the Company.

• Perfection of Security Interest . The Pledgor shall take any and all actions and make all filings (including the filing of UCCfinancing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for theObligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Secured Party for thebenefit of the Secured Creditors. The Pledgor authorizes the Secured Party to file all such UCC financing statements and amendments theretopursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactoryto the Secured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in anygeneric manner and may describe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeemany funds or other property in each deposit account or securities account constituting Collateral without further consent by the Pledgor;provided that the Secured Party will not exercise any of such rights other than during an Event of Default. The Pledgor also shall pay all filingor recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed anddelivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), ineach case, in all public offices where filing or recording is necessary or desirable. The Pledgor authorizes the Secured Party to take all otheractions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and toobtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or the Intercreditor Agreement, in no event shall theSecured Party be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection,protection or maintenance of the security interests or Liens intended to be created by this Agreement (including without limitation the filing orcontinuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the Secured Party beresponsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liensintended to be created hereby.

• Covenants Relating to Collateral . Until the Obligations shall have been paid in full, the Pledgor covenants and agrees that if thePledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend ora distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with anyreorganization), option or rights in respect of the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for,any shares of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Secured Party, hold the samein trust for the Secured Party and deliver the same forthwith to the Secured Party in the exact form received, duly indorsed by the Pledgor to theSecured Party, if required, together with an undated assignment covering such certificate duly executed in blank by the Pledgor and with, if theSecured Party so requests, signature guaranteed, to be held by the Secured Party, subject to the terms thereof, as additional collateral securityfor the Obligations. If any of the foregoing property so distributed in respect of the Collateral shall be received by the Pledgor, the Pledgorshall, until such property is paid or delivered to the Secured Party, hold such property in trust for the Secured Party, segregated from otherfunds or property of the Pledgor, as additional collateral security for the Obligations.

• Collections; Other Rights .

• Except as provided herein, the Pledgor shall be entitled to receive all cash interest, dividends and distributions paid in respect ofthe Collateral, and to exercise all voting rights with respect to the Collateral; provided , however , that no vote shall be cast or right exercised orother action taken which would result in any violation of any provision of this Agreement or any other Note Document.

• All of the foregoing amounts set forth in paragraph (a) of this Section 6 so collected after the occurrence of and during thecontinuation of an Event of Default shall be held in trust by the Pledgor for and as the property of the Secured Party, and shall not becommingled with other funds, money or property of the Pledgor.

• After the occurrence and during the continuation of an Event of Default, the Pledgor will immediately upon receipt of all suchchecks, cash or other remittances constituting part of the Collateral or in payment for any Collateral sold, transferred, leased or otherwisedisposed of, deliver any such items to the Secured Party accompanied by a remittance report in form supplied or approved by the Secured Party.The Pledgor shall deliver such items in the same form received, endorsed or otherwise assigned by the Pledgor where necessary to permitcollection of such items.

• Events of Default . The occurrence of any one or more Events of Default under the Indenture shall constitute an event of default(“ Event of Default ”) under this Agreement.

• Rights and Remedies .

• In the event of the occurrence and continuation of any Event of Default, to the extent applicable: (i) the Secured Party mayexercise exclusive control over the Collateral; (ii) the Secured Party shall have the right, with or without (to the extent permitted by applicablelaw) notice to the Pledgor, as to any or all of the Collateral, by any available judicial procedure or without judicial process, to take possessionof the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of takingpossession of or removing the Collateral, and generally to exercise any and all rights afforded to a secured party under the UCC or otherapplicable law; (iii) the Secured Party shall have the right to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in itsthen condition or after further preparation or processing, either at public or private sale or at

any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions,all as the Secured Party in its sole discretion may deem advisable; (iv) at the Secured Party’s request, the Pledgor shall assemble the Collateraland make it available to the Secured Party at places which the Secured Party shall select, whether or the Pledgor’s premises or elsewhere, andmake available to the Secured Party, without rent, all of the Pledgor’s premises and facilities for the purpose of the Secured Party’s takingpossession of, removing or putting the Collateral in saleable or disposable form; (v) the Secured Party shall have the right to receive any and allcash interest, dividends, distributions, payments or other proceeds paid in respect of the Collateral and made application thereof to theObligations in accordance with Section 6.06 of the Indenture and (vi) any or all of the Collateral may be registered in the name of the SecuredParty or its nominee and they may thereafter exercise (x) all voting, corporate and other rights pertaining to such Collateral and (y) any and allrights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Collateral as if it were the absoluteowner thereof (including, without limitation, the right to exchange at its discretion any and all securities or securities entitlements upon anymerger, consolidation, reorganization, recapitalization or other fundamental change, or upon the exercise of the Pledgor or the Secured Party ofany right, privilege or option pertaining to such securities or securities entitlements, and in connection therewith, the right to deposit and deliverany and all of the securities or securities entitlements with any committee, depositary, transfer agent, registrar or other designated agency uponsuch terms and conditions as the Secured Party may determine), in each of the foregoing cases, all without liability except to account forproperty actually received by it, but the Secured Party shall have no duty to the Pledgor to exercise any such right, privilege or option and shallnot be responsible for any failure to do so or delay in so doing.

• Any such sale, lease or other disposition of Collateral may be made without demand for performance or any notice ofadvertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition, the Pledgor agrees thatthe sending of ten days’ notice by ordinary mail, postage prepaid, to the Pledgor of the place and time of any public sale or of the time at whichany private sale or other intended disposition is to be made, shall be deemed reasonable notice thereof. Notwithstanding the foregoing, if any ofthe Collateral may be materially diminished in value during such ten (10) day period, the Secured Party shall provide the Pledgor with suchshorter notice as it deems reasonable under the circumstances.

• The proceeds of any such sale, lease or other disposition of the Collateral shall be applied first to the expenses of retaking,holding, storing, processing and preparing for sale, selling, and the like, and to the reasonable attorneys’ fees and legal expenses incurred by theSecured Party, and then to satisfaction of the Obligations (in accordance with Section 6.06 of the Indenture), and to the payment of any otheramounts required by applicable law. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay allamounts to which the Secured Party is legally entitled, the Pledgor will be liable for the deficiency, together with interest thereon, at the rateprescribed in the agreements giving rise to the Obligations, and the reasonable fees of any attorneys employed by the Secured Party to collectsuch deficiency. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands against the Secured Partyarising out of the repossession, removal, retention or sale of the Collateral.

• Power of Attorney . The Pledgor authorizes the Secured Party and does hereby make, constitute and appoint the Secured Party,and any officer or agent of the Secured Party, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, with power, inits own name or in the name of the Pledgor: (i) to endorse any notes, checks, drafts, money orders, or other instruments of payment (includingpayments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the SecuredParty; (ii) to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against theCollateral; (iii) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (iv) to receive, open anddispose of all mail addressed to the Pledgor and to notify the post office authorities to change the address for delivery of mail addressed to thePledgor to such address as the Secured Party may designate; (v) to exercise all membership rights, voting rights, management rights, rights tobe admitted as a member, right to remove, expel, elect, appoint or designate managers of the Company, powers and privileges in connectionwith the Collateral to the same extent as the Pledgor is entitled to exercise such rights, powers and privileges and (vi) generally to do all actsand things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Secured Party’s securityinterest therein. The Pledgor hereby approves and ratifies all acts of said attorney or designee, who shall not be liable for any acts ofcommission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. Thispower of attorney shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. TheSecured Party may exercise this power of attorney only after the occurrence and during the continuance of an Event of Default.

• Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnightcourier service, mailed by U.S. mail or sent by telecopy (with confirmed receipt or followed by overnight delivery) to the addresses (or telecopynumbers) set forth in Section 13.1 of the Indenture. Any party hereto may change its address or telecopy number for notices and othercommunications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordancewith the provisions of this Agreement shall be deemed to have been given on the date of receipt or, if mailed, the third business day followingthe date so mailed, if earlier.

• Other Security . To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by theguarantee, endorsement or property of any other Person, then the Secured Party shall have the right in its sole discretion to pursue, relinquish,subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rightsand remedies hereunder.

• No Waiver; Rights Cumulative .

• No course of dealing between the Pledgor and the Secured Party, or the Secured Party’s failure to exercise or delay in exercisingany right, power or privilege hereunder shall operate as a waiver thereof. Any single or partial exercise of any right, power or privilegehereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

• All of the Secured Party’s rights and remedies with respect to the Collateral, whether established hereby or by any otheragreements, instruments or documents or by law, shall be cumulative and may be exercised singly or concurrently.

• Limitation on Secured Party ’ s Duty in Respect of Collateral . The Secured Party shall not have any duty as to any Collateral inits possession or control or in the possession or control of any agent or nominee of it or any income thereon or as to the preservation of rightsagainst prior parties or any other rights pertaining thereto, except that the Secured Party shall use reasonable care with respect to the Collateralin its possession or under its control.

• Amendments, Etc . No alteration, modification, amendment or waiver of any terms and conditions of this Agreement shall beeffective or enforceable against the Secured Party unless set forth in a writing signed by the Secured Party.

• Successors and Assigns . This Agreement and all obligations of the Pledgor and the Secured Party hereunder shall be bindingupon the successors and assigns of the Pledgor and the Secured Party, as applicable, and shall, together with the rights and remedies of theSecured Party hereunder, inure to the benefit of the Secured Party and their respective successors and assigns.

• No Partnership . The relationship between the Secured Party and the Pledgor shall be only of creditor-debtor and no relationshipof agency, partner or joint- or co-venturer shall be created by or inferred from this Agreement or the other Note Documents. The Pledgor shallindemnify, defend, and save the Secured Party harmless from any and all claims asserted against the Secured Party as being the agent, partner,or joint-venturer of the Pledgor.

• Entire Agreement . This Agreement embodies the entire agreement and understanding between the Pledgor and the Secured Partywith respect to its subject matter and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to suchsubject matter. The Pledgor acknowledges and agrees that there is no oral agreement between the Pledgor and the Secured Party which has notbeen incorporated in this Agreement.

• Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each ofwhich shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart ofa signature page of this Agreement by facsimile or other means of electronic transmission shall be effective as delivery of a manually executedcounterpart of this Agreement.

• Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without effecting the validity, legality andenforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidatesuch provision in any other jurisdiction.

• Governing Law; Jurisdiction; Consent to Service of Process .

• This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, any Note Document orany of the transactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of therights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York (including,without limitation, Section 5-1401 et seq of the New York General Obligations Law but otherwise without regard to principles of conflicts oflaws).

• PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATECOURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO ORIN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TOTHE PLACING OF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTEDBY APPLICABLE LAW, PLEDGOR HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OROTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THEJURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM,THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR INSTRUMENTREFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLELAW, PLEDGOR AGREES NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANYSUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT ANENFORCEMENT OF SUCH JUDGMENT. EXCEPT AS PROHIBITED BY LAW, PLEDGOR HEREBY WAIVES ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR INCONNECTION WITH THIS AGREEMENT.

• Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10 hereto.Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

• Headings . Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affectthe construction of, or be taken into consideration in interpreting, this Agreement.

• Pledge Continuing, Absolute, Unconditional; Waivers; Right to Deal with the Company .

• The obligations of the Pledgor hereunder shall be continuing, absolute, unlimited and unconditional, shall not be subject to anycounterclaim, setoff, deduction or defense based upon any claim the Pledgor may have against the Secured Party or the Company or any otherPerson, and shall remain in full force and effect without regard to, and, to the fullest extent permitted by applicable law, shall not be released,discharged or in any way affected by, any circumstance or condition (whether or not the Pledgor shall have any knowledge or notice thereof)whatsoever which might constitute a legal or equitable discharge or defense.

• The Pledgor unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of any of thematters referred to in Section 22(a); (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights against thePledgor hereunder, including, without limitation, notice of the acceptance of this pledge, or the creation, renewal, extension, modification oraccrual of the Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest, nonpayment ofany damages or other amounts payable under any Note Document; (c) any requirement for the enforcement, assertion or exercise of any right,remedy, power or privilege under or in respect of any Note Document, including, without limitation, diligence in collection or protection of orrealization upon the Obligations or any part thereof or any collateral therefor; (d) any requirement of diligence; (e) any requirement to mitigatethe damages resulting from a

default by the Company under any Note Document; (f) the occurrence of every other condition precedent to which the Pledgor or the Companymay otherwise be entitled; (g) the right to require the Secured Party to proceed against the Company or any other person liable on theObligations, to proceed against or exhaust any security held by the Company or any other Person, or to pursue any other remedy in the SecuredParty’s power whatsoever; (h) the right to have the property of the Company first applied to the discharge of the Obligations and (i) until suchtime that all Obligations have been indefeasibly paid in full, any and all rights it may now or hereafter have under any agreement or at law or inequity (including, without limitation, any law subrogating the Pledgor to the rights of the Secured Party) to assert any claim against or seekcontribution, indemnification or any other form of reimbursement from the Company or any other party liable for payment of any or all of theObligations for any payment made by the Secured Party under or in connection with this pledge or otherwise. The Secured Party may, at itselection, exercise any right or remedy it may have against the Company without affecting or impairing in any way the liability of the Pledgorhereunder and the Pledgor waives, to the fullest extent permitted by applicable law, any defense arising out of the absence, impairment or lossof any right of reimbursement, contribution or subrogation or any other right or remedy of the Pledgor against the Company, whether resultingfrom such election by the Secured Party or otherwise. The Pledgor waives any defense arising by reason of any disability or other defense ofthe Company or by reason of the cessation for any cause whatsoever of the liability, either in whole or in part, of the Company to the SecuredParty for the Obligations. The Pledgor assume the responsibility for being and keeping informed of the financial condition of the Company andof all other circumstances bearing upon the risk of nonpayment of the Obligations and agrees that the Secured Party shall not have any duty toadvise the Pledgor of information regarding any condition or circumstance or any change in such condition or circumstance. The Pledgoracknowledges that the Secured Party has not made any representations to the Pledgor concerning the financial condition of the Company.

• At any time and from time to time, without terminating, affecting or impairing the validity of this pledge or the obligations of thePledgor hereunder, the Secured Party may deal with the Company in the same manner and as fully as if this pledge did not exist and shall beentitled, among other things, to grant the Company, without notice or demand and without affecting the Pledgor’s liability hereunder, suchextension or extensions of time to perform, renew, compromise, accelerate or otherwise change the time for payment of or otherwise change theterms of Indebtedness or any part thereof contained in or arising under any Note Document or any other document evidencing obligations of theCompany to the Secured Party, or to waive any obligation of the Company to perform, any act or acts as the Secured Party may deem advisable.

23. The Collateral Agent .

(a) The Secured Party has been appointed to act as collateral agent hereunder by the Holders pursuant to the Indenture. Without limiting thegenerality of any other term or provision herein, the Pledgor acknowledges that the rights and responsibilities of the Secured Party under this Agreementwith respect to any action taken by the Secured Party or the exercise or non-exercise by the Secured Party of any option, voting right, request, judgment orother right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Secured Party and the other Secured Creditors,be governed by the Indenture.

(b) In entering into this Agreement, and in taking (or refraining from) any actions under or pursuant to this Agreement, the Secured Party shallbe protected by and shall enjoy all of the rights, immunities, protections and indemnities granted to it under the Indenture.

(c) Anything herein to the contrary notwithstanding, whenever reference is made in this Agreement to any action by, consent, designation,specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not tobe) suffered or omitted by the Secured Party or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exerciseof discretion, rights or remedies to be made (or not to be made) by the Secured Party, it is understood that in all cases the Secured Party shall be acting,giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same), ineach case in accordance with the Indenture. This provision is intended solely for the benefit of the Secured Party and its successors and permitted assignsand is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be effective for all purposes as of the date above firstwritten.

MBIA INC. , as Pledgor

By Name: Title:

SECURED PARTY:

WILMINGTON SAVINGS FUND SOCIETY, FSB , asCollateral Agent

By Name: Title:

[Signature Page to MZ Funding Equity Pledge Agreement]

MZ Funding LLC hereby acknowledges the security interest granted to the Secured Party pursuant to this Agreement and agrees that uponnotice by the Secured Party that it has completed a foreclosure on the membership interests of MZ Funding LLC, MZ Funding LLC shall admit the SecuredParty or its designee as a member. MZ Funding LLC hereby acknowledges the power of attorney granted to the Secured Party and agrees that the SecuredParty may exercise voting rights to remove, expel, elect, appoint or designate managers of MZ Funding LLC to the extent provided in such grant.

MZ FUNDING LLC

By: MBIA Inc., a Connecticutcorporation, as its sole member

By Name: Title:

[Signature Page to MZ Funding Equity Pledge Agreement Acknowledgement]

SCHEDULE I Pledgor’s chief executive office or principal office One Manhattanville Road, Purchase, New York 10577

Registered or Legal Name MBIA Inc.

Other names (including business or trade names) used during the last five(5) years

None

Schedule I

EXHIBIT A

This Exhibit A to the Pledge Agreement, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from timeto time, the “ Pledge Agreement ”), made by MBIA INC., a Connecticut corporation (the “ Pledgor ”) in favor of WILMINGTON SAVINGS FUNDSOCIETY, FSB (the “ Secured Party ”) describes the Collateral granted by the Pledgor to the Secured Party pursuant to the Pledge Agreement. “ UCC ”means the Uniform Commercial Code as in effect in the State of New York as the UCC may be amended, supplemented or modified from time to time. Anyreference to any agreement, instrument or document shall be construed as referring to such agreement, instrument or document, as amended, supplementedor modified from time to time. The Collateral shall be all of the Pledgor’s right, title and interest, whether now existing or hereafter arising or acquired, inand to any and all of the following items of personal property of the Pledgor:

All rights of the Pledgor embodied in or arising out of the Pledgor’s status as the holder of 100% of the limited liability company membershipinterests of MZ Funding LLC (the “ Company ”) and all of the Pledgor’s rights, powers and privileges as a limited liability company memberrelating to, arising out of or attributable to the operating agreement of the Company, consisting of:

a) all economic rights, including without limitation, all rights to share in the profits and losses of the Company and all rights to receivedistributions of the assets of the Company;

b) all ownership, management, voting, governance or control rights, including without limitation, all rights to vote, consent to action andotherwise participate in the management of the Company pursuant to the operating agreement and certificate of formation;

c) any other membership rights or rights conferred on a member of the Company pursuant to such entity’s operating agreement; and

d) any and all other items of personal property of the Company.

All cash, securities, shares, certificates, notes, instruments, rights, receivables and all other property now or hereafter received or receivable by suchPledgor in connection with any sale, exchange, redemption or other disposition of any of the foregoing;

All dividends, instruments, interest, proceeds and other distributions from time to time received, receivable or otherwise distributed, whether in cash,securities or other property on any of the foregoing;

All additions to and substitutions for any of the foregoing;

All cash and non-cash proceeds of any and all of the foregoing, including, without limitation, all payments under insurance, or any indemnity,warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing;

All other interests and rights of the Pledgor in the Company, including without limitation any right to cause the dissolution of the Company or toappoint or nominate a successor to the Pledgor as a member or other equity holder in the Company;

All proceeds of any of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the SecuredParty is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any of the foregoingCollateral

In each case, the foregoing property shall be covered by the Pledge Agreement, whether such Pledgor’s ownership or other rights therein are presentlyheld or hereafter acquired and howsoever the Pledgor’s interests therein may arise or appear (whether by ownership, security interest, claim or otherwise).

The granting of the foregoing security interest does not make the Secured Party a successor to the Pledgor as a member of the Company, and noSecured Party nor any of their respective successors, assigns or agents hereunder shall be deemed to have become a member of the Company by acceptingthis Agreement or exercising any right granted herein unless and until such time, if any, when the Secured Party or any such successor or assign expresslybecomes a member of the Company after a foreclosure. Notwithstanding anything herein to the contrary (except to the extent, if any, that the Secured Partyor any of its successors or assigns hereafter expressly becomes a member of the Company), neither the Secured Party nor any of their respective successors,assigns or agents shall be deemed to have assumed or otherwise become liable for any debts or obligations of the Company or of the Pledgor to theCompany.

• [Remainder of page intentionally left blank]

• The undersigned has executed this Exhibit A as of the date first written above.

MBIA INC.

By Name:Title:

D-1

APPENDIX E

FORM OF INTEREST AND PRINCIPAL PAYMENT CERTIFICATION

INTEREST AND PRINCIPAL PAYMENT CERTIFICATION

[SENIOR NOTES]/[SUBORDINATED NOTES] 3

Reference is made to (a) the [Subordinated] Indenture, dated as of [●], 2019 [(the “ Senior Indenture ”)]/[(the “ Subordinated Indenture ”)], withrespect to the 12% [Senior Notes]/[Subordinated Notes] due 2022 (the [“ Senior Notes ”]/[“ Subordinated Notes ”]) of MZ Funding LLC and (b) theAmended and Restated Credit Agreement, dated as of [●], 2019 (the “ Credit Agreement ”), between MBIA Insurance Corporation (“ MBIA Corp. ”) andMZ Funding LLC (the “ Company ”). Capitalized terms used in this Certification but not otherwise defined herein have the meanings assigned to them inthe [Senior Indenture]/[Subordinated Indenture] or the Credit Agreement, as applicable.

MBIA Corp. certifies to the Company, and MBIA Corp. and the Company certify to the Trustee and the Note Holders, as follows with respect to thepayment of interest and principal amount of Loans and the [Senior Notes]/[Subordinated Notes] on the Interest Payment Date referenced below: Interest Payment Date: ______________, 20__

Interest Period: 4 From ______________, 20__ to ______________, 20__

CERTIFICATION OF AMOUNTS

Funds Available for DebtService at 11:00 a.m.on the 3rd BusinessDay preceding suchInterest Payment Date:

Collection Account: Beginning Amount in Collection Account: 5 $ (A) Funds collected from Zohar I: (B)

Funds collected from Zohar II: 6 (C)

Cash Sweep Amount Received: 7 (D)

Total Funds Available in Collection Account: 8 $ (E)

Other: Additional Amount to be paid by MBIA Corp.: 9 $ (F)

Total Funds Available for Debt Service 10 : $ (G)

3 [There will be separate certifications for the Senior Notes and the Subordinated Notes.]/[The following to be included in Subordinated Notes

certification: “Amounts shown are amounts available to pay debt service on the Subordinated Notes; therefore, notwithstanding anything to thecontrary herein, with respect to the Subordinated Notes, all line items other than (H), (J), (K) and (N) will be $0 until the Senior Note CollectionDate.”]

4 See definition in Credit Agreement.5 At close of preceding Interest Payment Date.6 Exclusive of collections payable to MBIA Corp., as provided in (S). See § 2.04(c)(ii)(B) of the Credit Agreement.7 See § 2.04(c)(iii) of the Credit Agreement.8 (E) = (A) + (B) + (C) + (D).9 At MBIA Corp.’s option.10 (G) = (E) + (F). With respect to the Subordinated Notes, this will be $0 until the Senior Collection Date.

CERTIFICATION OF AMOUNTSInterest Payable:

Total Interest Payable on the InterestPayment Date: 11 $ (H)

Cash Interest Payment Amount beingPaid in Cash on the Interest PaymentDate: 12 $ (I)

PIK Interest Increase Amount on theInterest Payment Date: 13 $ (J)

Outstanding PIK Principal Accrued toDate: $ (K)

PIK Principal being Paid in Cash on theInterest Payment Date: 14 $ (L)

Principal Amount Payable:

Amount Available to Pay Principal andMake-Whole Premium on the InterestPayment Date: 15 $ (M)

Make-Whole Premium on the InterestPayment Date: 16 % (N)

Amount Available to Pay Principal: 17 $ (O)

Principal Amount being Paid in Cash onthe Interest Payment Date: 18 $ (P)

Amount of Make-Whole Premium beingPaid in Cash on the Interest PaymentDate: 19 $ (Q)

Transfers from Accounts:

Amount to be transferred fromCollection Account to DistributionAccount: 20 $ (R)

Amount to be transferred from theCollection Account to MBIA Corp.: 21 $ (S)

11 Weighted average principal amount (including PIK Principal) of [Senior Notes]/[Subordinated Notes] outstanding during the Interest Period x 12% x

number of days in Interest Period/360.12 (I) = (H), but not more than (G).13 (J) = (H) – (I).14 (L) = (G) – (I), but not greater than (K).15 (M) = (G) – (I) – (L).16 See § 1.01 of the [Senior Indenture]/[Subordinated Indenture] (“Make-Whole Premium”).17 (O) = (M) ÷ (100% + (N)).18 Amount of principal being paid in cash on the Interest Payment Date, but not more than (O).19 (Q) = (P) x (N).20 (R) = (I) + (L) + (P) + (Q), but not greater than (E).21 See Footnote 4 and § 2.04(c)(ii)(B) of the Credit Agreement.

Execution Version

SIGNATURE PAGE TOINTEREST AND PRINCIPAL PAYMENT CERTIFICATION

In accordance with the Senior Indenture, the Company hereby instructs the Trustee to effect the transfers in (R) and (S) and, on the Interest PaymentDate, to pay to the registered holders the interest payments in (I), the principal payments in (P) and the Make-Whole Premium in (Q) to the extent of thefunds available therefor in the Distribution Account.

IN WITNESS WHEREOF, MBIA Corp. and MZ Funding LLC have duly executed this Certification for delivery to the Trustee pursuant to the SeniorIndenture and the Credit Agreement as of the date written below.

MBIA INSURANCE CORPORATION

By: _______________________________________Name: ____________________________________Title: _____________________________________

MZ FUNDING LLC

By: _______________________________________Name: ____________________________________Title: _____________________________________

Dated: _______________, 20__

APPENDIX F

FORM OF SECURITY AGREEMENT

Execution Version

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time totime, this “ Agreement ”), made by MZ FUNDING LLC, a Delaware limited liability company (the “ Grantor ”) in favor of WILMINGTON SAVINGSFUND SOCIETY, FSB, as collateral agent (in such capacity, together with its successors and assigns, the “ Secured Party ”) for the Secured Creditors.

RECITALS

Pursuant to the Indenture, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time,the “ Indenture ”; capitalized terms used but not defined herein shall have the meanings given such terms in the Indenture), by and among the Grantor, theTrustee, and the Secured Party, the Holders have agreed to purchase Securities from the Grantor. In order to induce the Holders to purchase such Securities,the Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, the Grantor herebyagrees as follows:

• Security Interest .

• Grant of Security . As security for the Obligations (as hereinafter defined), the Grantor hereby delivers, assigns, pledges, sets overand grants to the Secured Party a first priority security interest in, all of its right, title and interest, whether now existing or hereafter arising oracquired, in and to any and all items of its personal property described on Exhibit A hereto which is executed by an authorized person of theGrantor, together with all substitutions and replacements thereof and any products and proceeds thereof including any which are described on asupplement hereto in substantially the form of Exhibit B hereto (the “ Collateral ”).

• Security for Obligations . This Agreement secures the payment of all now existing or hereafter arising obligations of the Grantorto the Secured Creditors, including the Notes Obligations, whether primary or secondary, direct or indirect, absolute or contingent, joint orseveral, secured or unsecured, due or not, liquidated or unliquidated, arising by operation of law or otherwise, whether for principal, interest,fees, expenses or otherwise (including, without limitation, interest, fees, costs or other payments on the Obligations paid or accrued after thecommencement of an Insolvency Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding,and payment of or for adequate protection pursuant to any Insolvency Proceeding), together with all costs of collection or enforcement,including, without limitation, reasonable attorneys’ fees incurred in any collection efforts or in any action or proceeding (all such obligationsbeing the “ Obligations ”).

• Grantor Remains Liable . This Agreement shall not affect the Grantor’s liability to perform all of its duties and obligations underthe transactions giving rise to the Obligations. The exercise by the Secured Party of any of the rights hereunder shall not release the Grantorfrom any of its duties or obligations under the transactions giving rise to the Obligations, which shall remain unchanged as if this Agreementhad not been executed. The

Secured Party shall not have any obligation or liability under the transactions giving rise to the Obligations by reason of this Agreement, norshall the Secured Party be obligated to perform any of the obligations or duties of the Grantor thereunder or to take any action to collect orenforce any claim for payment assigned hereunder.

• Supplement . From time to time the Grantor may deliver, assign, pledge, set over and grant to the Secured Party for the benefit ofthe Secured Creditors a first priority security interest in any additional items of personal property by delivering a supplement hereto insubstantially the form of Exhibit B hereto describing such items; thereafter, all such items of personal property shall be “Collateral” hereinafterand subject to the terms of this Agreement.

• Continuing Agreement . This Agreement shall create a continuing security interest in the Collateral and shall remain in full forceand effect until payment in full of the Obligations.

• Title; Liens and Encumbrances . The Grantor represents and warrants that it is (or to the extent that this Agreement states that theCollateral is to be acquired after the date hereof, will be) the record and beneficial owner of, having (or to the extent that this Agreement statesthat the Collateral is to be acquired after the date hereof, will have) good and marketable title to, the Collateral pledged by it hereunder, free ofany and all Liens or options in favor of, or claims of, any other person, except the Liens created by this Agreement, and the Grantor willpromptly notify the Secured Party of any such other Lien or claim made or asserted against the Collateral and the Grantor will defend theCollateral against any such Lien or other claim.

• State of Organization or Residence; Legal Name . The Grantor represents and warrants to the Secured Party as follows:

• The Grantor’s state of organization is the State of Delaware. The Grantor’s chief executive office or principal office, if it is not aregistered organization, as such term is defined under the Uniform Commercial Code as in effect in the State of New York as it may beamended, supplemented or modified from time to time (the “ UCC ”), is set forth on Schedule I hereto. The Grantor shall promptly notify theSecured Party of any change in the foregoing representations.

• The Grantor’s registered or legal name is as set forth on Schedule I hereto. The Grantor currently uses, and during the last five(5) years has used, no other names including business or trade names, except as set forth on Schedule I hereto. The Grantor shall not changesuch name without providing the Secured Party thirty (30) days’ prior written notice.

• The grant of the security interest in the Collateral, combined with the filing of financing statements, the execution of controlagreements, the execution of assignments, and/or possession of the Collateral, each as appropriate, is effective to vest in the Secured Party avalid and perfected first priority security interest, superior to the rights of any person in and to the Collateral as set forth herein.

• Perfection of Security Interest . The Grantor shall take any and all actions and make all filings (including the filing of UCCfinancing statements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for theObligations, a valid and enforceable perfected Lien and security interest in and on all of the

Collateral (subject to the terms of the Intercreditor Agreement) in favor of the Secured Party for the benefit of the Secured Creditors. TheGrantor authorizes the Secured Party to file all such UCC financing statements and amendments thereto pursuant to the UCC or other noticesappropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financingstatements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe theCollateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in eachdeposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will notexercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto,and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to theObligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public officeswhere filing or recording is necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the Secured Partymay reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of thisAgreement. Notwithstanding anything to the contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party beresponsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenanceof the security interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCCfinancing statement or continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and theSecured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be createdhereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the date hereof andany replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blank.

• Covenants Relating to Collateral . Until the Obligations shall have been paid in full, and the Indenture shall have terminated, theGrantor covenants and agrees that if the Grantor shall become entitled to receive or shall receive any note, any certificate or other equitysecurities (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification,increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Collateral,whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Collateral, or otherwise in respect thereof, theGrantor shall accept the same as the agent of the Secured Party, hold the same in trust for the Secured Party and deliver the same forthwith tothe Secured Party in the exact form received, duly indorsed by the Grantor to the Secured Party, together with an undated assignment or stockpower covering such certificate duly executed in blank by the Grantor and with, if the Secured Party so requests, signature guaranteed, to beheld by the Secured Party, subject to the terms thereof, as collateral security for the Obligations. If any of the foregoing property so distributedin respect of the Collateral shall be received by the Grantor, the Grantor shall, until such property is paid or delivered to the Secured Party, holdsuch property in trust for the Secured Party, segregated from other funds or property of the Grantor, as collateral security for the Obligations.Grantor shall (i) promptly forward to the Secured Party written notification of, and grant of, a security interest to the Secured Party in any andall Commercial Tort Claims (as defined in the UCC) acquired by the Grantor or coming into existence, in each case, after the date hereof,including, but not limited to, any and all actions, suits, and proceedings before any court or governmental authority by or affecting such Grantorby executing and delivering a supplement in the form of Exhibit B describing such Commercial Tort Claim (as defined in the UCC) withreasonable

specificity and (ii) execute and deliver such statements, documents and notices and do and cause to be done all such things as may be requiredby the Secured Party, or required by law, including all things which may from time to time be necessary under the UCC to fully create,preserve, perfect and protect the priority of the Secured Party’s security interest in any Commercial Tort Claim (as defined in the UCC).

• Collections; Other Rights .

• Except as provided herein, the Grantor shall be entitled to receive all cash interest, dividends and distributions paid in respect ofthe Collateral, and to exercise all voting rights with respect to the Collateral; provided , however , that no vote shall be cast or right exercised orother action taken which would result in any violation of any provision of this Agreement or any other Note Document.

• All of the foregoing amounts set forth in paragraph (a) of this Section 6 so collected after the occurrence of and during thecontinuation of an Event of Default shall be held in trust by the Grantor for and as the property of the Secured Party, and shall not becommingled with other funds, money or property of the Grantor.

• After the occurrence and during the continuation of an Event of Default, the Grantor will immediately upon receipt of all suchchecks, cash or other remittances constituting part of the Collateral or in payment for any Collateral sold, transferred, leased or otherwisedisposed of, deliver any such items to the Secured Party accompanied by a remittance report in form supplied or approved by the Secured Party.The Grantor shall deliver such items in the same form received, endorsed or otherwise assigned by the Grantor where necessary to permitcollection of such items.

• Events of Default . The occurrence of any one or more Events of Default under the Indenture shall constitute an event of default(“ Event of Default ”) under this Agreement.

• Rights and Remedies .

• In the event of the occurrence and continuation of any Event of Default, to the extent applicable: (i) the Secured Party mayexercise exclusive control over the Collateral; (ii) the Secured Party shall have the right, with or without (to the extent permitted by applicablelaw) notice to the Grantor, as to any or all of the Collateral, by any available judicial procedure or without judicial process, to take possessionof the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of takingpossession of or removing the Collateral, and generally to exercise any and all rights afforded to a secured party under the UCC or otherapplicable law; (iii) the Secured Party shall have the right to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in itsthen condition or after further preparation or processing, either at public or private sale or at any broker’s board, in lots or in bulk, for cash orfor credit, with or without warranties or representations, and upon such terms and conditions, all as the Secured Party in its sole discretion maydeem advisable; (iv) at the Secured Party’s request, the Grantor shall assemble the Collateral and make it available to the Secured Party atplaces which the Secured Party shall select, whether on the Grantor’s premises or elsewhere, and make available to the Secured Party, withoutrent, all of the Grantor’s premises and facilities for the purpose of the Secured Party’s taking possession of, removing or putting the Collateralin saleable or disposable form; (v) the Secured Party shall have the right to receive any and all cash interest, dividends,

distributions, payments or other proceeds paid in respect of the Collateral and made application thereof to the Obligations in accordance withSection 6.06 of the Indenture and (vi) any or all of the Collateral may be registered in the name of the Secured Party or its nominee and theymay thereafter exercise (x) all voting, corporate and other rights pertaining to such Collateral and (y) any and all rights of conversion, exchangeand subscription and any other rights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including,without limitation, the right to exchange at its discretion any and all securities or securities entitlements upon any merger, consolidation,reorganization, recapitalization or other fundamental change, or upon the exercise of the Grantor or the Secured Party of any right, privilege oroption pertaining to such securities or securities entitlements, and in connection therewith, the right to deposit and deliver any and all of thesecurities or securities entitlements with any committee, depositary, transfer agent, registrar or other designated agency upon such terms andconditions as the Secured Party may determine), in each of the foregoing cases, all without liability except to account for property actuallyreceived by it, but the Secured Party shall have no duty to the Grantor to exercise any such right, privilege or option and shall not be responsiblefor any failure to do so or delay in so doing.

• Any such sale, lease or other disposition of Collateral may be made without demand for performance or any notice ofadvertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition, the Grantor agrees thatthe sending of ten days’ notice by ordinary mail, postage prepaid, to the Grantor of the place and time of any public sale or of the time at whichany private sale or other intended disposition is to be made, shall be deemed reasonable notice thereof. Notwithstanding the foregoing, if any ofthe Collateral may be materially diminished in value during such ten (10) day period, the Secured Party shall provide the Grantor with suchshorter notice as it deems reasonable under the circumstances.

• The proceeds of any such sale, lease or other disposition of the Collateral shall be applied first to the expenses of retaking,holding, storing, processing and preparing for sale, selling, and the like, and to the reasonable attorneys’ fees and legal expenses incurred by theSecured Party, and then to satisfaction of the Obligations (in accordance with Section 6.06 of the Indenture), and to the payment of any otheramounts required by applicable law. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay allamounts to which the Secured Party is legally entitled, the Grantor will be liable for the deficiency, together with interest thereon, at the rateprescribed in the agreements giving rise to the Obligations, and the reasonable fees of any attorneys employed by the Secured Party to collectsuch deficiency. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands against the Secured Partyarising out of the repossession, removal, retention or sale of the Collateral.

• Power of Attorney . The Grantor authorizes the Secured Party and does hereby make, constitute and appoint the Secured Party,and any officer or agent of the Secured Party, with full power of substitution, as the Grantor’s true and lawful attorney-in-fact, with power, inits own name or in the name of the Grantor: (i) to endorse any notes, checks, drafts, money orders, or other instruments of payment (includingpayments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the SecuredParty; (ii) to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against theCollateral; (iii) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (iv) to receive, open anddispose of all mail addressed to the Grantor and to notify the post office authorities to change the address for delivery of mail addressed to theGrantor to such address

as the Secured Party may designate; (v) to exercise all membership rights, powers and privileges in connection with the Collateral to the sameextent as the Grantor is entitled to exercise such rights, powers and privileges and (vi) generally to do all acts and things which the SecuredParty deems necessary to protect, preserve and realize upon the Collateral and the Secured Party’s security interest therein. The Grantor herebyapproves and ratifies all acts of said attorney or designee, who shall not be liable for any acts of commission or omission, nor for any error orjudgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power of attorney shall be irrevocable for theterm of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The Secured Party may exercise this power ofattorney only after the occurrence and during the continuance of an Event of Default.

• Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnightcourier service, mailed by U.S. mail or sent by telecopy (with confirmed receipt or followed by overnight delivery) to the addresses (or telecopynumbers) set forth in Section 13.01 of the Indenture. Any party hereto may change its address or telecopy number for notices and othercommunications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordancewith the provisions of this Agreement shall be deemed to have been given on the date of receipt or, if mailed, the third business day followingthe date so mailed, if earlier.

• Other Security . To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by theguarantee, endorsement or property of any other Person, then the Secured Party shall have the right in its sole discretion to pursue, relinquish,subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rightsand remedies hereunder.

• No Waiver; Rights Cumulative .

• No course of dealing between the Grantor and the Secured Party, or the Secured Party’s failure to exercise or delay in exercisingany right, power or privilege hereunder shall operate as a waiver thereof. Any single or partial exercise of any right, power or privilegehereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

• All of the Secured Party’s rights and remedies with respect to the Collateral, whether established hereby or by any otheragreements, instruments or documents or by law, shall be cumulative and may be exercised singly or concurrently.

• Limitation on Secured Party’s Duty in Respect of Collateral . The Secured Party shall not have any duty as to any Collateral in itspossession or control or in the possession or control of any agent or nominee of it or any income thereon or as to the preservation of rightsagainst prior parties or any other rights pertaining thereto, except that the Secured Party shall use reasonable care with respect to the Collateralin its possession or under its control.

• Amendments, Etc . No alteration, modification, amendment or waiver of any terms and conditions of this Agreement shall beeffective or enforceable against the Secured Party unless set forth in a writing signed by the Secured Party.

• Successors and Assigns . This Agreement and all obligations of the Grantor and the Secured Party hereunder shall be bindingupon the successors and assigns of the Grantor and the Secured Party, as applicable, and shall, together with the rights and remedies of theSecured Party hereunder, inure to the benefit of the Secured Party and their respective successors and assigns.

• No Partnership . The relationship between the Secured Party and the Grantor shall be only of creditor-debtor and no relationshipof agency, partner or joint- or co-venturer shall be created by or inferred from this Agreement or the other Note Documents. The Grantor shallindemnify, defend, and save the Secured Party harmless from any and all claims asserted against the Secured Party as being the agent, partner,or joint-venturer of the Grantor.

• Entire Agreement . This Agreement embodies the entire agreement and understanding between the Grantor and the Secured Partywith respect to its subject matter and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to suchsubject matter. The Grantor acknowledges and agrees that there is no oral agreement between the Grantor and the Secured Party which has notbeen incorporated in this Agreement.

• Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each ofwhich shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart ofa signature page of this Agreement by facsimile or other means of electronic transmission shall be effective as delivery of a manually executedcounterpart of this Agreement.

• Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without effecting the validity, legality andenforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidatesuch provision in any other jurisdiction.

• Governing Law; Jurisdiction; Consent to Service of Process .

• This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, any Note Document orany of the transactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of therights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York (including,without limitation, Section 5-1401 et seq of the New York General Obligations Law but otherwise without regard to principles of conflicts oflaws).

• GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATECOURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO ORIN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TOTHE PLACING OF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTEDBY APPLICABLE LAW, GRANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OROTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THEJURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM,

THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR INSTRUMENTREFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLELAW, GRANTOR AGREES NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANYSUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT ANENFORCEMENT OF SUCH JUDGMENT. EXCEPT AS PROHIBITED BY LAW, GRANTOR HEREBY WAIVES ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR INCONNECTION WITH THIS AGREEMENT.

• Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10 hereto.Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

• Headings . Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affectthe construction of, or be taken into consideration in interpreting, this Agreement.

• Bailee and Custodial Arrangements . Grantor agrees that it will cause any bailee or custodian now or hereafter in possession ofthe Collateral to acknowledge that it holds possession of the Collateral for the Secured Party’s benefit. Grantor agrees that at any time whenGrantor is obligated to deliver physical possession of any Collateral to Secured Party, Secured Party may appoint a bailee or custodian to holdphysical possession of the Collateral for the Secured Party’s benefit and Grantor agrees to deliver all such physical Collateral as directed by theSecured Party.

• The Collateral Agent .

(a) The Secured Party has been appointed to act as collateral agent hereunder by the Holders pursuant to the Indenture. Without limiting thegenerality of any other term or provision herein, the Grantor acknowledges that the rights and responsibilities of the Secured Party under this Agreementwith respect to any action taken by the Secured Party or the exercise or non-exercise by the Secured Party of any option, voting right, request, judgment orother right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Secured Party and the other Secured Creditors,be governed by the Indenture.





GRANTOR:

MZ FUNDING LLC

By Name:Title:

SECURED PARTY:

WILMINGTON SAVINGS FUNDSOCIETY, FSB , as Collateral Agent

By Name:Title:

[Signature Page to MZ Funding Security Agreement]

SCHEDULE I Grantor’s chief executive office or principal office

One Manhattanville RoadSuite 301Purchase, New York 10577

Registered or Legal Name MZ Funding LLC

Other names (including business or trade names) used during the last five(5) years

None

Schedule I

EXHIBIT A

This Exhibit A to the Security Agreement, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modifiedfrom time to time, the “ Security Agreement ”), made by MZ FUNDING LLC, a Delaware limited liability company (the “ Grantor ”) in favor ofWILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent (the “ Secured Party ”) describes the Collateral granted by the Grantor to theSecured Party pursuant to the Security Agreement. “ UCC ” means the Uniform Commercial Code as in effect in the State of New York as the UCC may beamended, supplemented or modified from time to time. Any reference to any agreement, instrument or document shall be construed as referring to suchagreement, instrument or document, as amended, supplemented or modified from time to time. The Collateral shall be all of the Grantor’s right, title andinterest, whether now existing or hereafter arising or acquired, in and to any and all of the following items of personal property of the Grantor:

Accounts (as defined in the UCC).

Certificated Securities (as defined in the UCC).

Chattel Paper (as defined in the UCC).

All of the Grantor’s rights (including rights as licensee and lessee) with respect to (A) computer and other electronic data processing units,memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supplyhardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (B) all Software (as defined inthe UCC), and all software programs designed for use on the computers and electronic data processing hardware described in clause(A) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetictape, disk or hard copy format or any other listings whatsoever); (C) any firmware associated with any of the foregoing; and (D) anydocumentation for hardware, Software and firmware described in clauses (A), (B), and (C) above, including flow charts, logic diagrams,manuals, specifications, training materials, charts and pseudo codes (the “ Computer Hardware and Software ”) and all rights with respect tothe Computer Hardware and Software, including any and all licenses, options, warranties, service contracts, program services, test rights,maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additionsor model conversions of any of the foregoing.

Any right of the Grantor to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yetearned by performance.

Commercial Tort Claims (as defined in the UCC).

Deposit Accounts (as defined in the UCC).

Documents (as defined in the UCC).

Equipment (as defined in the UCC).

Financial Assets (as defined in the UCC).

General Intangibles (as defined in the UCC), including Payment Intangibles (as defined in the UCC) and Software.

Goods (as defined in the UCC) (including all of its Equipment, Fixtures and Inventory, all as defined in the UCC), and all accessions, additions,attachments, improvements, substitutions and replacements thereto and therefor.

Instruments (as defined in the UCC), including (a) the Tranche A Note, dated as of July 10, 2019, in the initial principal amount of$277,678,000.00, by MBIA Corp. to the order of the Grantor and (b) the Tranche B Note, dated as of July 10, 2019, in the initial principalamount of up to $53,836,742.98, by MBIA Corp. to the order of the Grantor (collectively, the “MBIA Note”) and all Supporting Obligations(as defined in the UCC).

All past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, service marks,trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of theforegoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations whichhave heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs) andcopyright registrations or applications for registrations which have heretofore been or may hereafter be issued throughout the world and alltangible property embodying the copyrights, unpatented inventions (whether or not patentable); patent applications and patents; industrialdesign applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books,records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executablecode, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past,present and future infringements of any of the foregoing; all other intellectual property; and all common law and other rights throughout theworld in and to all of the foregoing (the “ Intellectual Property ”).

Inventory (as defined in the UCC).

Investment Property (as defined in the UCC).

Money (of every jurisdiction whatsoever) (as defined in the UCC).

Letter-of-Credit Rights (as defined in the UCC).

Payment Intangibles (as defined in the UCC).

Security Entitlements (as defined in the UCC).

Software (as defined in the UCC).

Uncertificated Securities (as defined in the UCC).

To the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings,data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating orreferring to any of the foregoing, and all Proceeds (as defined in the UCC), products, offspring, rents, issues, profits and returns of and fromany of the foregoing; provided that to the extent that the provision of any lease or license of Computer Hardware or Software or IntellectualProperty expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a securityinterest therein, Secured Party will not enforce its security interest in the Grantor’s rights under such lease or license (other than in respect ofthe Proceeds thereof) for so long as such prohibition continues, it being understood that upon the request of Secured Party, the Grantor willin good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Secured Party (and to Secured Party’senforcement of such security interest) in such Secured Party’s rights under such lease or license.

• [Remainder of page intentionally left blank]

• The undersigned has executed this Exhibit A as of the date first written above.

MZ FUNDING LLC

By Name:Title:

EXHIBIT B

SUPPLEMENT NO. _______ dated as of _____________, 20__ (this “ Supplement ”) to the Security Agreement, dated as of July 10, 2019 (asamended, restated, amended and restated, supplemented or modified from time to time, the “ Security Agreement ”), made by MZ FUNDING LLC, aDelaware limited liability company (the “ Grantor ”) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent (the “ SecuredParty ”).

As security for the Obligations (as defined in the Security Agreement), the Grantor hereby delivers, assigns, pledges, sets over and grants to theSecured Party a first priority security interest in, all of the Grantor’s right, title and interest, whether now existing or hereafter arising or acquired, in and toany and all items of personal property of the Grantor described below together with all substitutions and replacements thereof and any products andproceeds thereof:

[describe collateral]

Exhibit A to the Security Agreement executed by the Grantor shall be deemed amended to include all of the foregoing items of personalproperty and such items shall be “Collateral” as defined in the Security Agreement and subject to the terms of the Security Agreement.

This Supplement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned parties have executed this Supplement to be effective for all purposes as of the date above firstwritten.

GRANTOR :

MZ FUNDING LLC

By Name:Title:

Exhibit 99.2

RULE 144A SECURITY

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDMAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWINGSENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDERTHE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLESECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN AN OFFSHORETRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (D) TO ANINSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A) (1), (2), (3) OR (7) OFREGULATION D UNDER THE SECURITIES ACT IN A PRIVATE TRANSACTION. PRIOR TO THE REGISTRATION OF ANY TRANSFER INACCORDANCE WITH (2)(B) ABOVE, (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OFWHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. THE COMPANY ALSO RESERVES THERIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BEREQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS.


THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS SECURITY WAS ISSUEDWITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATIONREGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THESECURITIES BY CONTACTING THE COMPANY AT (914) 765-3190.

EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN (I) EITHER (A) IT IS NOT, AND ISNOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OFSUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH ANEMPLOYEE BENEFIT PLAN’S OR

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PLAN’S INVESTMENT IN SUCH ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (AS MODIFIED BY SECTION 3(42) OFERISA) (“BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANYFEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OFERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), AND NO PART OF THE ASSETS TO BE USED BY IT TO ACQUIRE ORHOLD SUCH SECURITIES OR ANY INTEREST THEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCHGOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, OR (B) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL, CHURCH,NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITIES (ORINTERESTS THEREIN) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY SUCH SIMILAR LAW, AND (II) IT WILL NOT SELLOR TRANSFER SUCH SECURITIES (OR INTERESTS THEREIN) TO AN ACQUIROR ACQUIRING SUCH SECURITIES (OR INTERESTSTHEREIN) UNLESS THE ACQUIROR MAKES OR IS DEEMED TO MAKE THE FOREGOING REPRESENTATIONS, WARRANTIES ANDAGREEMENTS DESCRIBED IN CLAUSE (I) HEREOF. ANY PURPORTED TRANSFER OF THE SECURITIES IN VIOLATION OF THEREQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO .


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEETO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS SECURITY IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TOTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BYAN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ORTO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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No. A-1 $277,678,000.00

CUSIP NO. 55406H AE6 ISIN NO. US55406HAE62

MZ FUNDING LLC


MZ Funding LLC, a Delaware limited liability company (herein called the “ Company ”, which term includes any Successor Company under theIndenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of TWO HUNDREDSEVENTY SEVEN MILLION SIX HUNDRED SEVENTY EIGHT THOUSAND UNITED STATES DOLLARS ($277,678,000.00), subject toadjustments listed on the Schedule of Increases or Decreases in Global Security attached hereto, on January 20, 2022.






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Dated: July 10, 2019



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Wilmington Savings Fund Society, FSBas Trustee

By: /s/ Geoffrey J. LewisAuthorized Signatory


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[REVERSE SIDE OF RULE 144A SECURITY]

MZ FUNDING LLC




2. METHOD OF PAYMENT . The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders ofSecurities at the close of business on the March 26, June 25, September 25, and December 26 next preceding the interest payment date even if suchSecurities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collectprincipal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender forpayment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium andinterest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make allpayments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holderthereof; provided , however , that payments on a certificated Security shall be made by wire transfer to a U.S. dollar account maintained by the payeewith a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to sucheffect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee mayaccept in its discretion). Notwithstanding the foregoing and subject to and as provided in Section 2.11 of the Indenture, the Company may elect to payall or a portion of interest by increasing the principal amount of this Security or issuing new Securities in accordance with Section 2.02 of theIndenture. The Company must elect the form of interest payment by delivering a notice to the Trustee at least 3 Business Days prior to the InterestPayment Date, a copy of which shall be posted to MBIA Inc.’s website or in MBIA Inc.’s periodic SEC Reports. On any Interest Payment Date withrespect to which the Company has elected to pay interest by increasing the principal amount of this Security, the principal amount of this Securityshall be so increased.


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4. INDENTURE . The Company issued the Securities under an Indenture dated as of July 10, 2019 (the “ Indenture ”), among the Company, the Trusteeand the Collateral Agent. This Security is one of a duly authorized issue of notes of the Company designated as its 12% Senior Secured Notes due2022, initially issued in the aggregate principal amount of $277,678,000.00. The terms of the Securities include those stated in the Indenture, andHolders are referred to the Indenture for a statement of those terms (which for greater certainty includes the right of exchange of the Securitiesprovided in Appendix A to the Indenture, which is an express term of this Security). To the extent any provision of this Security conflicts with theexpress provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.



7. DENOMINATIONS; TRANSFER; EXCHANGE . The Securities are in registered form without coupons in denominations of a minimum principalamount of $2,000 and integral multiples of $1,000 in excess thereof, except that the Securities may be in other denominations to the extent that theprincipal amount of a Security is increased, or additional Securities are issued, at the election of the Company to pay interest as provided inSection 3.08 of the Indenture, and provided that if this is a Global Security, any transfer of a beneficial interest in the Security evidenced by thiscertificate shall be in a minimum denomination of $250,000. A Holder may transfer or exchange Securities in accordance with the Indenture. TheRegistrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and the Company will require aHolder to pay any taxes and fees required by law or by the Indenture. The Registrar need not register the transfer of or exchange any Securitiesselected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for aperiod of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. A Security may be transferred only to theDepositary or to another Person if both (i) such Person is a Qualified Purchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer incompliance with Rule 144A, (y) in an Offshore Transaction (as defined in Rule 9012) in compliance with Rule 903 or Rule 904, or (z) to anInstitutional Accredited Investor in a private placement. Transfer may otherwise be restricted as provided in the Indenture.



10. [ Reserved ].



7










8

ASSIGNMENT FORM


I or we assign and transfer this Security to:

(Insert assignee’s legal name)





SignatureGuarantee:



9



Date of Exchange

Amount of decrease in


Security

Amount of increase in


Security


Security following such

decrease or increase)

Signature of authorized officer

of Trustee or Securities Custodian

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Exhibit 99.3

Execution Version

MZ FUNDING LLC,

as Issuer,

and

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Trustee and as Collateral Agent

AMENDED AND RESTATED SUBORDINATED INDENTURE

Dated as of July 10, 2019

12% Subordinated Secured Notes due 2022


ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1

SECTION 1.01. Definitions. 1 SECTION 1.02. Other Definitions 12 SECTION 1.03. Rules of Construction 12 SECTION 1.04. Agent for Service; Submission to Jurisdiction; Waiver of Immunities 13 SECTION 1.05. Currency 13 SECTION 1.06. No Incorporation by Reference of Trust Indenture Act 13

ARTICLE II THE SECURITIES 13

SECTION 2.01. Form and Dating 13 SECTION 2.02. Execution and Authentication 14 SECTION 2.03. Registrar and Paying Agent 14 SECTION 2.04. Paying Agent To Hold Money in Trust 15 SECTION 2.05. Lists of Holders of Securities 15 SECTION 2.06. Transfer and Exchange 15 SECTION 2.07. Replacement Securities 16 SECTION 2.08. Outstanding Securities 16 SECTION 2.09. Temporary Securities 16 SECTION 2.10. Cancellation 16 SECTION 2.11. Payment of Interest 16 SECTION 2.12. Defaulted Interest 17 SECTION 2.13. CUSIP Numbers, ISINs, etc 17 SECTION 2.14. Claims Under Insurance Policy 17 SECTION 2.15. Persons Deemed Owner 18 SECTION 2.16. Rule 144A Information. 19 SECTION 2.17. Investment Company Act Procedures 19

ARTICLE III REDEMPTION 21

SECTION 3.01. Notices to Trustee 21 SECTION 3.02. Selection of Securities to Be Redeemed 21 SECTION 3.03. Notice of Redemption 22 SECTION 3.04. Effect of Notice of Redemption 23

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SECTION 3.05. Deposit of Redemption Price 23 SECTION 3.06. Securities Redeemed in Part 23 SECTION 3.07. Optional Redemption 23 SECTION 3.08. Mandatory Principal Payment 23 SECTION 3.09. Payment at Maturity 24

ARTICLE IV COVENANTS 24

SECTION 4.01. Payment of Securities 24 SECTION 4.02. Corporate Existence 24 SECTION 4.03. Limitation on Liens 25 SECTION 4.04. Limitation on Indebtedness 25 SECTION 4.05. Limitation on Investments 25 SECTION 4.06. Maintenance of Property; Insurance 25 SECTION 4.07. Financial Reports and Other Information 25 SECTION 4.08. Inspection Rights 26 SECTION 4.09. Conduct of Business 26 SECTION 4.10. Use of Proceeds; Margin Regulations; Company Activities 27 SECTION 4.11. Limitation on Dividends 27 SECTION 4.12. Maintenance of Accounts 27 SECTION 4.13. Performance under MBIA Facility 28 SECTION 4.14. Taxes 28 SECTION 4.15. Compliance with Laws; Policies and Procedures 28 SECTION 4.16. Limitation on Modifications 28 SECTION 4.17. Further Assurances 29 SECTION 4.18. Post-Bankruptcy Restrictions. 29

ARTICLE V SUCCESSOR COMPANY 29

SECTION 5.01. Consolidation, Merger and Sale of Assets 29

ARTICLE VI DEFAULTS AND REMEDIES 29

SECTION 6.01. Events of Default 29 SECTION 6.02. Acceleration of Maturity; Rescission and Annulment 31 SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee 33 SECTION 6.04. Trustee May File Proofs of Claim 33 SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities 34

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SECTION 6.06. Application of Money Collected 34 SECTION 6.07. Limitation on Suits 34 SECTION 6.08. Unconditional Contractual Right of Holders to Receive Principal, Premium and Interest 35 SECTION 6.09. Restoration of Rights and Remedies 35 SECTION 6.10. Rights and Remedies Cumulative 35 SECTION 6.11. Delay or Omission Not Waiver 35 SECTION 6.12. Control by Holders 36 SECTION 6.13. Waiver of Past Defaults 36 SECTION 6.14. Undertaking for Costs 37 SECTION 6.15. Waiver of Stay or Extension Laws 37 SECTION 6.16. Subrogation Rights of the Insurer 37 SECTION 6.17. Intercreditor Agreement 37

ARTICLE VII TRUSTEE 37

SECTION 7.01. Duties of Trustee 37 SECTION 7.02. Rights of Trustee 38 SECTION 7.03. Individual Rights of Trustee 40 SECTION 7.04. Trustee’s Disclaimer 40 SECTION 7.05. Notice of Defaults 40 SECTION 7.06. Compensation and Indemnity 40 SECTION 7.07. Replacement of Trustee 41 SECTION 7.08. Successor Trustee by Merger 42 SECTION 7.09. Corporate Trustee Required; Eligibility 42

ARTICLE VIII [RESERVED] 43

ARTICLE IX SATISFACTION AND DISCHARGE 43

SECTION 9.01. Satisfaction and Discharge of Indenture 43

ARTICLE X AMENDMENT AND WAIVER 43

SECTION 10.01. Without Consent of Holders 43 SECTION 10.02. With Consent of Holders 44 SECTION 10.03. Execution of Amendments 46 SECTION 10.04. Effect of Amendments 46

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SECTION 10.05. Reference in Securities to Amendments 46 SECTION 10.06. Notice of Amendments 46

ARTICLE XI SECURITY 46

SECTION 11.01. Security Documents; Additional Collateral 46 SECTION 11.02. Releases of Collateral 46 SECTION 11.03. Release Documentation 47 SECTION 11.04. Possession and Use of Collateral; No Impairment of the Security Interests 47 SECTION 11.05. Collateral Agent 47 SECTION 11.06. Replacement of Collateral Agent 49 SECTION 11.07. Purchaser Protected 50 SECTION 11.08. Authorization of Receipt of Funds by the Trustee Under the Security Documents 50 SECTION 11.09. Powers Exercisable by Receiver or Trustee 50 SECTION 11.10. Compensation and Indemnification 50 SECTION 11.11. Form of Security Documents and Opinions 50

ARTICLE XII ADDITIONAL AMOUNTS 50

SECTION 12.01. Payment of Additional Amounts 50

ARTICLE XIII MISCELLANEOUS 52

SECTION 13.01. Notices 52 SECTION 13.02. Certificate as to Conditions Precedent 53 SECTION 13.03. Statements Required in Certificate or Opinion 53 SECTION 13.04. Rules by Trustee, Paying Agent and Registrar 54 SECTION 13.05. Legal Holidays 54 SECTION 13.06. Governing Law; Waiver of Jury Trial. 54 SECTION 13.07. No Recourse Against Others 55 SECTION 13.08. Successors 55 SECTION 13.09. Counterparts 55 SECTION 13.10. Table of Contents; Headings 55 SECTION 13.11. U.S.A. Patriot Act. 55 SECTION 13.12. Tax Characterization. 55 SECTION 13.13. Multiple Roles. 56 SECTION 13.14. Confidentiality 56

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ARTICLE XIV SUBORDINATION 56

SECTION 14.01. Subordination of Subordinated Obligations and Liens. 56 SECTION 14.02. Benefits of Indenture. 58 SECTION 14.03. Company’s Purchase of the Existing Securities. 58

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APPENDICES

Appendix A

Exhibit 1.1 to Appendix A – Form of 144A Global SecurityExhibit 1.2 to Appendix A – Form of Institutional Accredited Investor Security

Appendix B – Form of Certificate of Transfer

Appendix C – Form of Certificate of Exchange

Appendix D – Form of Interest and Principal Payment Certification

Appendix E – Form of Security Agreement

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This AMENDED AND RESTATED SUBORDINATED INDENTURE (as amended, modified, restated or supplemented from time to time inaccordance with the terms hereof, this “ Indenture ”), dated as of July 10, 2019 (the “ Effective Date ”), is entered into by and among MZ Funding LLC, aDelaware limited liability company (the “ Company ”), as issuer, and Wilmington Savings Fund Society, FSB, as trustee (the “ Trustee ”) and as CollateralAgent.

PRELIMINARY STATEMENT

WHEREAS, the Company, the Trustee, and the Collateral Agent are parties to that certain Subordinated Indenture, dated as of January 10, 2017 (asamended by Amendment No. 1 thereto, dated as of June 2, 2017, the “ Original Indenture ”), pursuant to which $53,836,742.98 of the maximum$88,000,000 aggregate principal amount of 14% Subordinated Secured Notes due 2020 (the “ Original Securities ”) of the Company have been issued.

WHEREAS, pursuant to Section 10.02 of the Original Indenture, with the written consent of the Insurer, if adverse to the interests of the Insurer, theHolders of at least a majority in principal amount of the Outstanding Securities affected, and the Holders of an Outstanding Security affected thereby, theCompany, the Trustee and the Collateral Agent may amend the Original Indenture to add any provisions to, or change in any manner or eliminate any of theprovisions of, the Original Indenture or modify in any manner the rights of the Holders of the Outstanding Securities under the Original Indenture.

WHEREAS, the Company desires, and the Trustee and Collateral Agent agree, in accordance with Section 10.02 of the Original Indenture, to amendand restate the Original Indenture on the date hereof in its entirety as set forth herein to provide for, among other things, the amendment and restatement ofthe Original Securities.

WHEREAS, all things necessary to make the Securities (as defined below), when executed by the Company, authenticated and delivered hereunderand duly issued by the Company, the valid and binding obligations of the Company, and to make this Indenture a valid and legally binding agreement of theCompany, in accordance with its terms, have been done.

WHEREAS, the Securities will be subordinated as described in this Indenture.

NOW, THEREFORE, for and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenantedand agreed, for the benefit of each other and the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions .

“ 12% Subordinated Secured Notes due 2022 ” means the Securities.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls oris controlled by, or is under common control with, the Person specified. For the purposes of this definition, “control” when used with respect to anyspecified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of votingsecurities or other beneficial interest, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“ Anti-Corruption Laws ” means all laws, rules and regulations of any jurisdiction applicable to the Company and MBIA Corp. from time to timeconcerning or relating to bribery, money laundering, or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977,as amended from time to time, and the United Kingdom’s Bribery Act 2010, as amended from time to time.

“ Applicable Procedures ” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Security, the rulesand procedures of the Depositary that apply to such transfer, redemption or exchange.

“ Bankruptcy Law ” means Title 11 of the United States Code or any similar federal, state or foreign law for the relief of debtors.

“ Business Day ” means each day which is not a Legal Holiday.

“ Capital or Financing Lease ” means any lease obligation of a Person incurred with respect to real property or equipment acquired or leased by suchPerson and used in its business that is required to be recorded as a capital or financing lease in accordance with GAAP.

“ Change of Control ” means, at any time, the failure of MBIA Inc. to directly, legally and beneficially own 100% of the Equity Interests of (a) theCompany or (b) MBIA Corp.


“ Collateral ” means all property (whether real or personal) with respect to which any security interests have been granted (or purported to be granted)pursuant to any Security Document until the Lien on such property has been released or terminated in accordance with this Indenture or the applicableSecurity Document.

“ Collateral Agent ” means Wilmington Savings Fund Society, FSB, acting in its capacity as Collateral Agent for the Secured Creditors, and anysuccessor Collateral Agent appointed hereunder pursuant to Section 11.06.

“ Collateral Grantor ” means MBIA Inc. and each other affiliate of the Company that becomes a party to a Security Document from time to time.

“ Collection Account ” means that certain non-interest-bearing account number CM130724-1 held in the name of the Company at the Deposit Bankwhich shall at all times prior to the Senior Collection Date be subject to the Liens of the Senior Collateral Agent and, if the Deposit Bank is not the Trustee,governed by the Collection Account Control Agreement.

“ Collection Account Control Agreement ” means an account control agreement among the Company, the Collateral Agent, the collateral agent underthe Senior Indenture and the Deposit Bank with respect to the Collection Account, if the Deposit Bank is not the Trustee, in form and substance reasonablysatisfactory to the Collateral Agent and, prior to the Senior Collection Date, the Majority Holders (as defined in the Senior Facility) and, after the SeniorCollection Date, the Majority Holders.

“ Company Operating Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of MZ Funding LLC, dated asof the date hereof.

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“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“ Corporate Trust Office ” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, whichoffice at the date hereof is located at 500 Delaware Avenue, Wilmington, Delaware 19801, Attn.: Corporate Trust Administration, or such other address asthe Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (orsuch other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“ Datasite ” means a datasite maintained under Section 5.01(d) of the MBIA Credit Agreement.

“ Default ” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“ Deposit Bank ” means Wilmington Savings Fund Society, FSB or such other bank with the consent of the Majority Holders.

“ Depositary ” means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as theDepositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to theapplicable provisions of this Indenture.

“ Environmental Law ” means any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafterin effect, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of the environment, health, safety ornatural resources, in each case, relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of any Hazardous Materials.

“ Equity Interests ” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of orinterests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liabilitycompany membership interest, but excluding any debt security that is convertible into, or exchangeable for, such interests in equity.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b)of the Code) as the Company, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of theCode) with the Company or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Company, anycorporation described in clause (a) above or any trade or business described in clause (b) above.

“ ERISA Event ” means (a) a Reportable Event with respect to a Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Plan subjectto Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessationof operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISAAffiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA) orinsolvent (within the meaning of Section 4245 of ERISA); (d) the filing of a notice of intent to terminate or the

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treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, respectively, (e) the institution by the PBGC of proceedings toterminate a Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or theappointment of a trustee to administer, any Plan or Multiemployer Plan; (g) the determination that any Plan is considered an at-risk plan within the meaningof Section 430 of the Code or Section 303 of ERISA; (h) the determination that any Multiemployer Plan is considered a plan in endangered or critical statuswithin the meaning of Sections 431 and 432 of the Code or Sections 304 and 305 of ERISA; (i) the imposition of any liability under Title IV of ERISA,other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate; (j) the conditions for theimposition of a lien under Section 430(k) of the Code or Section 303(k) of ERISA shall have been met with respect to any Plan; or (k) any other event orcondition with respect to a Plan or Multiemployer Plan that could result in liability of the Company, other than in the usual course.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the statements and pronouncements of the FinancialAccounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,which are in effect as of the date of determination.

“ Guarantee ” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation ofany other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person(whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, totake-or-pay, or to maintain financial statement conditions or otherwise); or

(b) entered into for the primary purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the paymentthereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided , however , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term“Guarantee” used as a verb has a corresponding meaning.

“ Holder ” means the Person in whose name a Security is registered on the Registrar’s books; provided that for purposes of Article X hereto, “Holder”shall not include the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor other than as provided inSection 2.14(c).

“ Indebtedness ” of a Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds,debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations (excluding any prepaid interest thereon)of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations orretentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations (including, without limitation, earnoutobligations) of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than (i) tradedebt incurred in the ordinary course of business and due within six months of the incurrence thereof and (ii) expenses accrued in the ordinary course ofbusiness) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under

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take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of suchIndebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, propertyowned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all guaranty obligations of such Person withrespect to Indebtedness of another Person, (h) the principal portion of all Capital or Financing Lease obligations plus any accrued interest thereon, (i) all netobligations of such Person under hedging agreements, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created forthe account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred equity interests issued bysuch Person, (l) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheetfinancing product plus any accrued interest thereon, (m) all obligations of any partnership or unincorporated joint venture in which such Person is a generalpartner or a joint venturer solely to the extent such obligations are recourse to such Person and (n) obligations of such Person under non-competeagreements to the extent such obligations are quantifiable contingent obligations of such Person under GAAP principles.

“ Indenture ” means this Indenture as amended or otherwise modified from time to time.

“ Indirect Participant ” means a Person who holds a beneficial interest in a Global Security through a Participant.

“ Insolvency Proceeding ” means any case, proceeding or other action by or against any Person (a) under any existing or future law (including anyagency or department with jurisdiction over insurance companies) of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,reorganization, rehabilitation, liquidation, conservatorship, receivership or relief of debtors, seeking to have an order for relief entered with respect to it, orseeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition,rehabilitation or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, trustee, custodian, conservator, rehabilitator, liquidatoror other similar official for it or for all or any substantial part of its assets.

“ Institutional Accredited Investor ” means an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D.

“ Insurance Agreement ” means the Insurance and Indemnity Agreement dated as of the date hereof by and between the Company, the Insurer andWilmington Savings Fund Society, FSB, as trustee under this Indenture and the Senior Facility.

“ Insurance Policy ” means insurance policy no. 1406072, dated as of the date hereof, issued by MBIA Corp. to the Trustee on behalf of the Holdersand insuring the timely payment of principal and interest under the Securities.

“ Insurance Policy Claim Amount ” means, for any Insured Payment Date, (x) the Insured Amounts for such Insured Payment Date minus (y) anyamount held or received by the Trustee or the Paying Agent in accordance with this Indenture for payment on the Securities on such related payment date,whether or not those funds are properly applied by the Trustee or Paying Agent.

“ Insured Payment Date ” means at or before 11:00 a.m., New York City time, on the later of (x) the Payment Date, on which the related InsuredAmount is due and (y) the next Business Day following receipt of a Notice of Claim in New York, New York on a Business Day by the Insurer; providedthat if such Notice of Claim is received after 11:00 a.m., New York City time, on a Business Day, it will be deemed to be received on the followingBusiness Day.

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“ Insurer ” means MBIA Corp., as issuer of the Insurance Policy.

“ Insurer Default ” means the occurrence and continuance of any of the following events:

(a) the Insurer shall have failed to make a payment required under the Insurance Policy in accordance with its terms;

(b) the Insurer shall have (i) filed a petition or commenced any case or proceeding under any provision or chapter of the United StatesBankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation based on actual or threatened insolvency,liquidation or reorganization, (ii) made a general assignment for the benefit of its creditors, or (iii) had an order for relief entered against it under theUnited States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation based on actual orthreatened insolvency, liquidation or reorganization which is final and nonappealable; or

(c) a court of competent jurisdiction, the New York Department of Financial Services or other competent regulatory authority shall have entereda final and nonappealable order, judgment or decree (i) appointing a rehabilitator, custodian, trustee, agent or receiver for the Insurer or for all or anymaterial portion of its property or (ii) authorizing the taking of possession by a rehabilitator, custodian, trustee, agent or receiver of the Insurer (or thetaking of possession of all or any material portion of the property of the Insurer).

“ Insured Amounts ” has the meaning set forth in the Insurance Policy.

“ Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of the date hereof, by and among the Collateral Agent, WilmingtonSavings Fund Society, FSB, as senior collateral agent, and the Company.

“ Interest and Principal Payment Certification ” means an Interest and Principal Payment Certification for such Interest Payment Date in substantiallythe form of Appendix D with such changes as agreed to by the Company and MBIA Corp.; provided that the written objection of the Majority Holders hasnot been received by the Trustee on or before the 5th Business Day after a copy thereof has been sent to the Holders by the Trustee.

“ Interest Payment Date ” means each March 31, June 30, September 30 and December 31, commencing on September 30, 2019.

“ Investment ” shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of EquityInterests, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially all of the assets of any Person, (b) anydeposit with, or advance, loan or other extension of credit to, any Person (other than deposits made in the ordinary course of business) or (c) any othercapital contribution to or investment in any Person, including, without limitation, any guaranty obligation (including any support for a letter of credit issuedon behalf of such Person) incurred for the benefit of such Person.

“ Investment Grade ” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating ofBBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and a rating of BBB- or better by Fitch (or its equivalent under anysuccessor rating categories of Fitch).

“ IRS ” means the Internal Revenue Service.

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“ Issue Date ” means July 10, 2019.

“ Legal Holiday ” means a Saturday, Sunday or other day on which banking institutions are not required by law or regulation to be open in the Stateof New York.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, onor of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capital or Financing Lease or title retention agreement (or anyfinancing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchaseoption, call or similar right of a third party with respect to such securities.

“ Loan Administration Agreement ” means that certain Loan Administration Agreement, dated as of the date hereof, by and among the SeniorTrustee, the Loan Administrator, and MBIA Corp.

“ Loan Administrator ” has the meaning given to such term in the Loan Administration Agreement.

“ Majority Holders ” means, as of any date, the Holders of a majority in aggregate principal amount of the Outstanding Securities on such date.

“ Make-Whole Premium ” shall mean, with respect to any Securities on any applicable date of repayment of such Securities whether by acceleration,redemption, or otherwise, on or prior to the Make-Whole Termination Date, the amount as calculated by the Company as equal to the product of(i) principal so repaid or redeemed, (ii) 12%, (iii) the number of days from and excluding the date of such repayment to and including the one-yearanniversary of the Issue Date and (iv) 1/360.

“ Make-Whole Termination Date ” means the 366 th day after the Issue Date.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, financial condition or results of operations of the Company,MBIA Corp. or MBIA Inc., (b) the Company’s or MBIA Corp.’s ability to perform any of its payment obligations under this Indenture, the other NoteDocuments or the MBIA Facility, or (c) the rights and remedies of the Trustee, the Collateral Agent and/or the Holders under this Indenture and the otherNote Documents.

“ Material Non-Public Information ” means any material non-public information within the meaning of the rules and regulations of the Exchange Act.

“ Maturity ”, when used with respect to any Security, means the date on which the principal of such Security becomes due and payable in full astherein or herein provided, whether at the Stated Maturity or by declaration of acceleration, automatic acceleration in accordance with Section 6.02 hereof,notice of redemption, exercise of a Holder’s option to require the Company to purchase or repay the Security, or otherwise.

“ MBIA Corp. ” means MBIA Insurance Corporation, a New York statutory insurance corporation.

“ MBIA Credit Agreement ” means that certain Amended and Restated Credit Agreement, dated as of the date hereof, by and between the Company,as lender, and MBIA Corp., as borrower.

“ MBIA Facility ” means the MBIA Credit Agreement and the other Credit Documents (as defined in the MBIA Credit Agreement).

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“ MBIA Inc. ” means MBIA Inc., a Connecticut corporation.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliatemakes or is obligated to make contributions.

“ New Senior Securities ” means the 12% Senior Secured Notes due 2022 issued by the Company on the date hereof.

“ Note Documents ” means this Indenture, the Securities, the Note Purchase Agreement, the Insurance Policy, the Insurance Agreement, theIntercreditor Agreement, the Loan Administration Agreement, any acknowledgments to collateral assignment executed in connection with the Securities,and each Security Document, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time.

“ Notes Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company arising under this Indenture, theSecurities, the Insurance Policy, the Insurance Agreement and the Security Documents (including all principal, premium (including the Make-WholePremium), interest, penalties, fees, charges, expenses (including reasonable fees and expenses of attorneys, agents and advisors), indemnifications,reimbursement obligations, damages, guarantees, and other liabilities or amounts payable or arising thereunder), whether direct or indirect (including thoseacquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after thecommencement by or against the Company of any proceeding in bankruptcy or insolvency law naming such Person as the debtor in such proceeding,regardless of whether such interest and fees are allowed claims in such proceeding.

“ Note Purchase Agreement ” means that certain Subordinated Note Purchase Agreement, dated as of January 10, 2017, by and among the Company,as issuer, and MBIA Inc.

“ Officer ” means with respect to any Person any one of the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer,Chief Legal Officer, any Executive Vice President, Managing Director, Director, Vice President, Treasurer, any Assistant Treasurer, or the Secretary ofsuch Person.

“ Officer’s Certificate ” means a certificate signed by any Officer of such Person, and delivered to the Trustee or the Collateral Agent, as applicable.

“ Opinion of Counsel ” means a written opinion of counsel who shall be reasonably acceptable to the Trustee or the Collateral Agent, as applicable.

“ Organizational Documents ” with respect to any Person shall mean, as applicable, such Person’s certificate of incorporation, memorandum andarticles of association, certificate of formation (including, without limitation, by the filing or modification of any certificate of designation), by-laws orlimited liability company agreement or, in each case, equivalent organizational documents.

“ Original Indenture ” has the meaning set forth in the Preliminary Statement.

“ Original Securities ” has the meaning set forth in the Preliminary Statement.

“ Original Senior Securities ” means the 14% Senior Secured Notes due 2020 issued by the Company pursuant to the Original Indenture.

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“ Outstanding ”, when used with respect to Securities, means, as of any date of determination, all Securities theretofore authenticated and deliveredunder this Indenture (including an increases in the principal amount thereof resulting from the payment of interest thereon in the form of PIK Interest),except:

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof for which payment or redemption money in the necessary amount has been theretofore deposited with theTrustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as itsown Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been dulygiven pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(c) Securities which have been issued pursuant to Section 2.07 or in exchange for or in lieu of which other Securities have been authenticatedand delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proofsatisfactory to it that such Securities are held by a “protected purchaser” (as defined in Article 8 of the UCC) in whose hands such Securities are validobligations of the Company;

provided, however , that Securities which have been paid with proceeds of the Insurance Policy shall continue to remain Outstanding for purposes of thisIndenture until the Insurer has been paid as subrogee hereunder or reimbursed pursuant to the Insurance Agreement as evidenced by a written notice fromthe Insurer delivered to the Trustee, and the Insurer shall be deemed to be the Holder thereof to the extent of any payments thereon made by the Insurer;provided, further , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand,authorization, direction, notice, consent or waiver hereunder, or are present at a meeting of Holders for quorum purposes, Securities owned by the Companyor any other obligor upon the Securities or any Affiliate (other than the Insurer, so long as the Holders (other than the Company or any Affiliate and theInsurer) have received 100% of the principal amount of the Securities plus the Make-Whole Premium, if any, and accrued and unpaid interest, if any, andany other payment then due and owing under the Note Documents) of the Company or of such other obligor shall be disregarded and deemed not to beOutstanding, except that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,consent or waiver, only Securities which a Trust Officer actually knows to be so owned shall be so disregarded. Securities so owned which have beenpledged in good faith may be regarded as Outstanding if the pledgee establishes the pledgee’s right so to act with respect to such Securities and that thepledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“ Participant ” means, with respect to the Depositary, a Person who has an account with the Depositary.

“ Payment Date ” has the meaning set forth in the Insurance Policy.


“ Person ” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entityor organization, including any governmental authority.

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“ PIK Interest ” means, with respect to any interest payment date, the interest paid-in-kind on the Securities in the form of (i) an increase in theoutstanding principal amount of the Securities or (ii) the issuance of PIK Securities as of such interest payment date.

“ Plan ” means any “employee benefit plan” (other than a Multiemployer Plan) within the meaning of Section 3(3) of ERISA that is maintained or iscontributed to by the Company or any ERISA Affiliate and is subject to Title IV of ERISA or the minimum funding standards under Section 412 of theCode or Section 302 of ERISA.

“ principal ” of a Security means the principal of the Security plus the premium including the Make-Whole Premium, if any, payable on the Securitywhich is due or overdue or is to become due at the relevant time.

“ Private Placement Legend ” means the legend set forth in Section 2.3(e)(1) of Appendix A hereof to be placed on all Securities issued under thisIndenture except as otherwise permitted by the provisions of this Indenture.

“ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.

“ Qualified Purchaser ” means a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, andrelated rules.

“ Record Date ” means each March 26, June 25, September 25 and December 26, commencing on September 25, 2019.

“ Regulation D ” means Regulation D promulgated under the Securities Act.

“ Regulation S ” means Regulation S promulgated under the Securities Act.

“ Related Parties ” means, as to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact, trustees,administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has beenwaived.

“ Rule 144 ” means Rule 144 promulgated under the Securities Act.

“ Rule 144A ” means Rule 144A promulgated under the Securities Act.

“ Rule 501 ” means Rule 501 of Regulation D promulgated under the Securities Act.


“ SEC ” means the U.S. Securities and Exchange Commission.

“ Secured Creditors ” means the Holders of the Securities, the Trustee and the Collateral Agent, each in their respective capacities.

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“ Securities ” means the 12% Subordinated Secured Notes due 2022 issued on the Issue Date pursuant to this Indenture and any PIK Securities, if andwhen issued.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended.

“ Security Agreement ” means that certain Amended and Restated Security Agreement, dated as of the date hereof, by the Company in favor of theCollateral Agent for the benefit of the Secured Creditors and attached hereto as Appendix E or any other agreement entered into in respect of the Collateral.

“ Security Documents ” means the Security Agreement and any account control agreement related thereto.

“ Senior Collateral Agent ” means Wilmington Savings Fund Society, FSB, in its capacity as the collateral agent under the Senior Facility.

“ Senior Collection Date ” means the first date on which the aggregate outstanding principal balance of the Senior Notes and all other SeniorObligations have been fully and indefeasibly paid.

“ Senior Event of Default ” means an “Event of Default” under and as defined in the Senior Facility.

“ Senior Facility ” means that certain Indenture, dated as of the date hereof, by and between the Company and the Senior Trustee, the SeniorCollateral Agent, the other Note Documents (as defined in therein) and the transaction contemplated thereunder.

“ Senior Obligations ” means the “Senior Obligations” as defined in the Intercreditor Agreement.

“ Senior Notes ” means the “Notes” issued by the Company under the Senior Facility.

“ Senior Trustee ” means Wilmington Savings Fund Society, FSB, in its capacity as the trustee under the Senior Facility.

“ Stated Maturity ” means with respect to any Indebtedness, the date specified in the instrument governing such Indebtedness as the fixed date onwhich the principal of such Indebtedness or any installment thereof, or any installment of interest thereon, is scheduled to be due and payable, and shall notinclude any contingent obligations to repay, redeem or repurchase any such principal or interest prior to such date.

“ Subordinated Obligations ” means the principal of, and interest on the Securities and any other amounts owing to the Holders or the Trustee, underthis Indenture, the Note Documents or the MBIA Facility, including any amounts owing in respect of a breach of the representations, warranties orcovenants hereunder by the Company.

“ Subsidiary ” means, for any Person, any other Person of which more than fifty percent (50%) of the outstanding stock or comparable equity interestshaving ordinary voting power for the election of the board of directors, managers, or comparable governing board or body of such other Person (irrespectiveof whether or not at the time stock or other equity interests of any other class or classes of such corporation or other entity shall have or might have votingpower by reason of the happening of any contingency), is at the time directly or indirectly owned by any such Person or by one or more of its Subsidiaries.

“ Trustee ” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

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“ Trust Officer ” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vicepresident, assistant vice president, senior associate, associate, trust officer or any other officer of the Trustee who customarily performs functions similar tothose performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of suchperson’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“ Voting Stock ” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock ofsuch person that is at the time entitled to vote generally in the election of the board of directors of such person.

SECTION 1.02. Other Definitions Term Defined in Section “144A Global Security” Appendix A 2.1(a)“Additional Amounts” 12.01(a)“Agent Members” Appendix A 2.1(b)“Appendix A” 2.01“Confidential Information” 13.14“Datasite” 4.07(c)“Deficiency Notice” 2.14(a)“Definitive Security” Appendix A 1.1“Distribution Account” 4.12(d)“DTC” 2.03“Event of Default” 6.01“Global Security” Appendix A 2.1(a)“Global Security Legend” Appendix A 1.1“Institutional Accredited Investor Security” Appendix A 1.1“Paying Agent” 2.03“PIK Securities” 2.02“Registrar” 2.03“Rule 144A Security” Appendix A 2.1(a)“Taxing Jurisdiction” 12.01(a)“Trust Indenture Act” 1.06“withholding tax” 12.01(a)

SECTION 1.03. Rules of Construction . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,”and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effectas the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall beconstrued as referring to such agreement, instrument or other document as from time to time amended or otherwise modified (subject to any restrictions onsuch amendments or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors andassigns, (c) the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Indenture in its entirety and notto any particular provision hereof, (d) all references herein to Articles, Sections, and Appendices shall be construed to refer to Articles and Sections of, andAppendices to, this Indenture, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and alltangible and intangible assets and properties, including cash, securities, accounts and general intangibles and (f) references to sections of, or rules under,the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time totime.

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SECTION 1.04. Agent for Service; Submission to Jurisdiction; Waiver of Immunities . By the execution and delivery of this Indenture, the Company(i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, Corporation Trust Center as its authorized agentupon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, this Indenture or any other Note Documentthat may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws orbrought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities inany United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any suchsuit, action or proceeding, and (iii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or deliveredto its Secretary at its principal office specified in Section 13.01), shall be deemed in every respect effective service of process upon the Company in anysuch suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents andinstruments, as may be necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Securities shallbe Outstanding or any amounts shall be payable in respect of any Securities.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to thelaying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullestextent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether throughservice of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of themhereby irrevocably waives such immunity in respect of its obligations under this Indenture, the Securities and any other Note Document, to the extentpermitted by law.

SECTION 1.05. Currency . References herein to “$” are to lawful money of United States of America.

SECTION 1.06. No Incorporation by Reference of Trust Indenture Act . This Indenture is not qualified under the U.S. Trust Indenture Act of 1939, asamended (the “ Trust Indenture Act ”), and the Trust Indenture Act shall not apply to or in any way govern the terms of this Indenture. As a result, noprovisions of the Trust Indenture Act are incorporated into this Indenture.

ARTICLE IITHE SECURITIES

SECTION 2.01. Form and Dating . Provisions relating to the Securities are set forth in Appendix A attached hereto (“ Appendix A ”), which is herebyincorporated in, and expressly made part of, this Indenture. The Securities and the Trustee’s certificate of authentication shall be substantially in the form ofExhibit 1.1 to Appendix A, in the case of the 144A Global Securities, substantially in the form of Exhibit 1.2 to Appendix A, in the case of Securitiesacquired by certain institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act,respectively, each of which form is hereby incorporated in, and expressly made a part of, this Indenture. The Securities may have notations, legends orendorsements required by law, stock exchange rule, agreements to which

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the Company is subject, if any, or usage ( provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Securityshall be dated the date of its authentication. The terms of the Securities set forth in Appendix A are part of the terms of this Indenture.

SECTION 2.02. Execution and Authentication . An Officer shall sign the Securities for the Company by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be validnevertheless.

A Security shall not be valid until an authorized signatory of the Trustee signs manually or by facsimile the certificate of authentication on theSecurity. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee, upon a written order of the Company signed by an Officer of the Company, together with the other documents required by Sections13.02 and 13.03, shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $53,836,742.98. Suchwritten order of the Company shall specify the amount of Securities to be authenticated and the date on which the issue of Securities is to be authenticated.For the avoidance of doubt, no Opinion of Counsel shall be required in order for the Trustee to authenticate Securities for original issuance on the IssueDate or PIK Securities for issuance in connection with any Interest Payment Date.

In connection with the payment of PIK Interest in respect of the Securities (including the PIK Securities), the Company shall be entitled, without theconsent of the Holders, to increase the outstanding principal amount of the Securities or issue additional Securities (the “ PIK Securities ”) under thisIndenture on the same terms and conditions as the Securities issued on the Issue Date (other than the issuance dates and the date from which interest willaccrue). The Securities and any PIK Securities subsequently issued under this Indenture shall be treated as a single class for all purposes under thisIndenture, including waivers, amendments, redemptions and offers to purchase.

Each Global Security will represent such of the outstanding Securities as will be specified therein and each shall provide that it represents theaggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securitiesrepresented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions, transfers of Securities,conversions and payments of PIK Interest. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregateprincipal amount of outstanding Securities represented thereby will be made by the Trustee.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms ofsuch appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authenticationby the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service ofnotices and demands.

SECTION 2.03. Registrar and Paying Agent . The Company shall maintain, or cause to be maintained, an office or agency where Securities may bepresented for registration of transfer or for exchange (the “ Registrar ”) and an office or agency where Securities may be presented for payment (the “Paying Agent ”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrarsand one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

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If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate reasonablecompensation therefor pursuant to Section 7.06. The Company may change the Paying Agent or Registrar without prior notice to the Holders. The Companyor any of its Affiliates incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

The Company initially appoints The Depository Trust Company (“ DTC ”) to act as Depositary with respect to the Global Securities.

SECTION 2.04. Paying Agent To Hold Money in Trust . Subject to Section 2.11, prior to each due date of the principal of and interest on anySecurity, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shallrequire each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders of Securities or theTrustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default by theCompany in making any such payment. If the Company or any of its Affiliates acts as Paying Agent, it shall segregate the money held by it as Paying Agentand hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for anyfunds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to theTrustee.

SECTION 2.05. Lists of Holders of Securities . The Trustee shall preserve in as current a form as is reasonably practicable the most recent listavailable to it of the names and addresses of Holders of Securities. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing atleast five Business Days before each interest payment date with respect to Securities and at such other times as the Trustee may reasonably request inwriting, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities.

SECTION 2.06. Transfer and Exchange . The Securities shall be issued in registered form and shall be transferable only upon the surrender of aSecurity for registration of transfer. When a Security is presented to the Registrar or a co-registrar, if any, with a request to register a transfer, the Registrarshall register the transfer as requested if the requirements of this Indenture (including Appendices A, B and C hereto) are met. When Securities arepresented to the Registrar or a co-registrar, if any, with a request to exchange them for an equal principal amount of Securities of other denominations, theRegistrar shall make the exchange as requested if the same requirements are met.

Anything to the contrary herein notwithstanding, a Security may be transferred only to the Depositary or to any other Person if both (i) such Person isa Qualified Purchaser and (ii) either such transfer is (x) to a QIB in compliance with Rule 144A or (y) an Institutional Accredited Investor.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under thisIndenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositaryparticipants or beneficial owners of interests in any Definitive Security or Global Security) other than to require delivery of such certificates and otherdocumentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine thesame to determine substantial compliance as to form with the express requirements hereof.

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Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.07. Replacement Securities . If any mutilated Security is surrendered to the Trustee or either the Company or the Trustee receivesevidence to its satisfaction of the destruction, loss or theft of any Security, the Company shall issue and the Trustee, upon receipt of evidence ofauthentication in accordance with Section 2.02, shall authenticate a replacement Security if the Trustee’s requirements for replacement of Securities are met.An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee,any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Trustee and the Company each may chargesuch Holder for their expenses in replacing such Security.

Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally andproportionately with all other Securities duly issued hereunder.

SECTION 2.08. Outstanding Securities . Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled byit, those delivered to it for cancellation and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replacedSecurity is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code) in whose hands such Securities are validobligations of the Company.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay allprincipal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on andafter that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09. Temporary Securities . Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticatetemporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considersappropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities anddeliver them in exchange for temporary Securities.

SECTION 2.10. Cancellation . The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agentshall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall canceland dispose of (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, paymentor cancellation in accordance with its retention policy then in effect, unless the Company directs the Trustee in writing to deliver canceled Securities to theCompany. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.

SECTION 2.11. Payment of Interest . Interest shall accrue on the Securities and any past due interest amounts thereon and shall be payable in cashquarterly in arrears at the rate of 12% per annum on each Interest Payment Date, or if such day is not a Business Day, on the next succeeding Business Day,to Holders of record of the Securities on the Record Date immediately preceding such Interest Payment Date. Subject to Sections 2.14 and 4.12, the Trusteeshall pay the amount specified in the Interest and Principal Payment Certification from the Distribution Account to the Holders on such Interest PaymentDate. To the extent (i) the funds received by the Company pursuant to Section 2.03(a) of the MBIA Credit Agreement

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are insufficient to pay interest on the Securities in cash on any date on which interest is due and payable pursuant to this Section 2.11 and (ii) no Default orEvent of Default hereunder or under the MBIA Facility has occurred and is continuing, the Company may elect to pay interest in the amount of any suchinsufficiency in kind by treating such amount as PIK Interest; provided that if the Company shall elect to treat such amount as PIK Interest, or acombination of cash payment and PIK Interest, the payment of cash, if any, and PIK Interest shall be applied pro rata to all Holders of Securities. If theCompany elects to pay interest by treating such amounts as PIK Interest as aforesaid, the Company shall so specify in the Interest and Principal PaymentCertification which shall be delivered to the Trustee by no later than 11:00 a.m. New York City time on the third Business Day prior to the Interest PaymentDate on which the respective interest payment is due and payable, which certification shall specify the amount of interest that will be payable in cash, if any,and in the form of PIK Interest. Upon such election, the outstanding principal amount of the Securities will be so increased or PIK Securities in the amountof interest specified shall be issued, as applicable. Interest shall accrue and be payable on the PIK Interest. If the Company shall issue PIK Securities asaforesaid by increasing the outstanding principal amount of such Securities, at any time or from time to time, the Company shall not be required to issue,and the Trustee shall not be required to authenticate, additional physical Securities, and the outstanding physical Securities may be deemed to represent allsuch PIK Securities pro rata.

SECTION 2.12. Defaulted Interest . If the Company defaults in a payment of principal, interest or any other amount on the Securities, including anyMake-Whole Premium, or any other payment due and owing under the Note Documents, or upon the occurrence of an Event of Default and so long as suchEvent of Default is continuing, the Company shall pay defaulted interest, subject to Section 2.11, at the rate of 5.00% in excess of the rate which would havebeen payable if such overdue interest had, during the period of non-payment, constituted an outstanding amount of the Securities (plus interest on suchdefaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest on a payment date to the persons who areHolders of Securities on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date;provided that no such special record date may be less than ten days prior to the related payment date for such defaulted interest. At least 15 days before thespecial record date, the Company (or, upon written request of the Company, the Trustee in the name and at the expense of the Company) will send to eachHolder of Securities a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.13. CUSIP Numbers, ISINs, etc. The Company in issuing the Securities may use “CUSIP” numbers, ISINs and “Common Code”numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices ofredemption as a convenience to Holders; provided, however , that any such notice may state that no representation is made as to the correctness of suchnumbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identificationnumbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advisethe Trustee in writing of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities.

SECTION 2.14. Claims Under Insurance Policy .

(a) If, by 11:00 a.m. New York City time on the second Business Day preceding any Interest Payment Date or at Maturity relating to theSecurities, there are not sufficient funds in the Distribution Account to pay all principal and interest payable in cash by the Company on such InterestPayment Date as set forth in the Interest and Principal Payment Certification and the Trustee has not received a notice from the Company electing to payPIK Interest pursuant to Section 2.11, the Trustee shall deliver to the Collateral Agent, the Insurer and the Holders by facsimile or other electronictransmission a written notice identifying such deficiency and setting forth the amount of such deficiency (a “ Deficiency

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Notice ”) by no later than 11:00 a.m. New York City time on the first Business Day preceding the date such principal and interest becomes due. In the eventthat there is such a deficiency and the Trustee delivers a Deficiency Notice, the Trustee shall furnish to the Insurer a completed Notice of Claim (as definedin clause (b) of this Section 2.14) in the amount of the Insurance Policy Claim Amount. Any amounts paid by the Insurer to the Trustee shall be depositedinto the Distribution Account and shall be paid by the Trustee or the Paying Agent to Holders in respect of the applicable principal and/or interest paymentin accordance with the Interest and Principal Payment Certification, in each case, on the later of (i) the related Interest Payment Date and (ii) the BusinessDay received.

(b) Any notice delivered by the Trustee to the Insurer pursuant to Section 2.14(a) shall (i) be in the form attached as Exhibit A to the InsurancePolicy, (ii) specify the Insurance Policy Claim Amount claimed under the Insurance Policy and (iii) constitute a “ Notice ” under the Insurance Policy(such notice, a “ Notice of Claim ”). In accordance with the provisions of the Insurance Policy, the Insurer is required to pay to the Trustee the InsurancePolicy Claim Amount properly claimed thereunder on the applicable Insured Payment Date. Any payments made by the Insurer to the Trustee under theInsurance Policy shall be applied solely to the scheduled payment of the Securities in accordance with the Interest and Principal Payment Certification, andfor no other purpose.

(c) The Trustee shall (i) receive in trust for the benefit of each Holder any Insurance Policy Claim Amount from the Insurer and (ii) distributethe same in accordance with Section 2.14(a) above. Any and all Insurance Policy Claim Amounts disbursed by the Trustee from claims made under theInsurance Policy shall not be considered payment by the Company with respect to such Securities, and shall not discharge the obligations of the Companywith respect thereto. The Insurer shall, to the extent it makes any payment with respect to the Securities, become subrogated to the rights of the recipients ofsuch payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Securities by or on behalf of the Insurer, theInsurer shall be entitled to all rights to the payment of interest or principal with respect to the Securities which are then due for payment to the extent of allpayments made by the Insurer, and, so long as the Holders (other than the Company or any Affiliate and the Insurer) have received 100% of the principalamount of the Securities plus the Make-Whole Premium, if any, and accrued and unpaid interest, if any, and any other payment then due and owing underthe Note Documents, the Insurer may exercise any option, vote, right, power or the like with respect to the Securities to the extent that it has made paymentpursuant to the Insurance Policy. To evidence such subrogation, the Trustee shall note the Insurer’s rights as subrogee upon the register of Holders uponreceipt from the Insurer of proof of payment by the Insurer. The foregoing subrogation shall in all cases be subject to the rights of the Holders to receive allInsured Amounts in respect of the Securities.

(d) The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Distribution Account and distributed tothe Holders with respect to the Insurance Policy and the allocation of such funds to payment of interest on and principal paid in respect of any Security.Upon the reasonable request of the Insurer, the Insurer or its authorized agents shall be permitted (i) to inspect the books and records of the Trustee as theymay relate to the Securities, the Note Documents, or the transactions relating to the foregoing (including, without limitation, access to informationreasonably required) and (ii) to discuss the affairs, finances and accounts of the Company with the independent accountants of the Company.

(e) The Trustee shall be entitled to enforce on behalf of the Holders the obligations of the Insurer under the Insurance Policy.

SECTION 2.15. Persons Deemed Owner . Prior to due presentment for registration of transfer of any Security, the Company, the Trustee and anyagent of the Company or the Trustee, or the Insurer may treat the Person in whose name any Security is registered as the owner of such Security for thepurpose of

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receiving payments of principal of and interest, if any on such Security and for all other purposes whatsoever, whether or not such Security be overdue, andnone of the Company, the Insurer, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

SECTION 2.16. Rule 144A Information . The Company shall furnish to each Holder of the Securities, and any prospective purchasers designated byany Holder, upon request, the information required to be delivered pursuant to Rule 144A(d)(4). For purposes of this Section 2.16 only, Holder shall includeany beneficial holder of a Security, identified as such to the Company by a statement from a bank, broker or other nominees that holds the Securities for thebeneficial holder in “street name,” or in any other manner acceptable to the Company.

SECTION 2.17. Investment Company Act Procedures . For so long as any Securities are Outstanding, the Company shall do the following:

(a) Notification . Each periodic report sent or caused to be sent by the Company to the Holders, which should in no event be less frequently thanannually, will include a notice to the following effect:

“The Investment Company Act of 1940, as amended (the “1940 Act”), requires that all holders of the outstanding securities of the Company be“Qualified Purchasers” (“Qualified Purchasers”) as defined in Section 2(a)(51)(A) of the 1940 Act and related rules. Under the rules, the Companymust have a “reasonable belief” that all holders of its outstanding securities, including transferees, are Qualified Purchasers or entities ownedexclusively by Qualified Purchasers. Consequently, all sales and resales of the Securities must be made solely to purchasers that are QualifiedPurchasers or entities owned exclusively by Qualified Purchasers. Each purchaser of a Security (or a beneficial interest therein) will be deemed (orrequired, as the case may be) to represent at the time of purchase that: (i) the purchaser is a Qualified Purchaser or an entity owned exclusively byQualified Purchasers; (ii) the purchaser is (x) a qualified institutional buyer as defined in Rule 144A under the Securities Act (“QIB”) or (y) solely inthe case of Notes issued in the form of certificated Notes, a Person that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or(7) of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs (an “IAI”)); (iii) thepurchaser is acting for its own account or the account of another Qualified Purchaser meeting the requirements of clause (ii) above; (iv) the purchaseris not formed for the purpose of investing in the Company; (v) the purchaser, and each account for which it is purchasing, will hold and transfer atleast the minimum denominations specified herein; and (vi) the purchaser understands that the Company may receive a list of participants holdingpositions in securities from one or more book-entry depositories. The Securities (or beneficial interests therein) may only be transferred to a transfereewho is a both (I) a (x) Qualified Purchaser or (y) entity owned exclusively by Qualified Purchasers and (II) a Person meeting the requirements ofclause (ii) above and all subsequent transferees are deemed to have made representations (i) through (vi) above.

If, notwithstanding the restrictions on transfer contained therein, the Company determines that any Holder or beneficial owner of an interest in aSecurity is determined not to have been a Qualified Purchaser at the time of acquisition of such Security or beneficial interest therein, the Companymay require, by notice to such Holder or beneficial owner, that such Holder or beneficial owner sell all of its right, title and interest to such Security(or any interest therein) to a Person that is both (x) a (I) Qualified Purchaser or (II) entity owned exclusively by Qualified Purchasers and (y) a Personmeeting the requirements of clause (ii) above, with such sale to be effected

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within 30 days after notice of such sale requirement is given. If such Holder or beneficial owner fails to effect the transfer required within such30-day period, (i) the Company (or the Trustee acting on behalf of the Company), without further notice to such Holder or beneficial owner, shall andis hereby irrevocably authorized by such Holder or beneficial owner, to cause its Security or beneficial interest therein to be transferred in acommercially reasonable sale (conducted by the Trustee in accordance with Article 9 of the UCC as in effect in the State of New York as applied tosecurities that are sold on a recognized market or that may decline speedily in value) to a Person that certifies to the Trustee and the Company, inconnection with such transfer, that such Person meets the qualifications set forth above and pending such transfer, no further payments will be madein respect of such Security or beneficial interest therein held by such Holder or beneficial owner.”

(b) DTC Actions . The Company will direct DTC to take the following steps in connection with the Global Securities:

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

(ii) The Company will direct DTC to cause each physical deliver order ticket that is delivered by DTC to purchasers to contain the20-character security descriptor. The Company will direct DTC to cause each deliver order ticket that is delivered by DTC to purchasers inelectronic form to contain a “3c7” indicator and a related user manual for participants. Such user manual will contain a description of therelevant restrictions imposed by Section 3(c)(7).

(iii) On or prior to the Issue Date, the Company will instruct DTC to send a Section 3(c)(7) Notice to all DTC participants in connectionwith the offering of the Global Securities.

(iv) In addition to the obligations of the Registrar set forth in Section 2.03, the Company will from time to time (upon the request of theTrustee) make a request to DTC to deliver to the Company a list of all DTC participants holding an interest in the Global Securities.

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

(c) Bloomberg Screens, etc . The Company will from time to time request all third-party vendors to include on screens maintained by suchvendors appropriate legends regarding Rule 144A and Section 3(c)(7) under the Investment Company Act restrictions on the Global Securities. Withoutlimiting the foregoing, the Company will request that each third-party vendor include the following legends on each screen containing information about theSecurities:

(i) Bloomberg .

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

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

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

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

(ii) Reuters .

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

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

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

ARTICLE IIIREDEMPTION

SECTION 3.01. Notices to Trustee . Following the occurrence of the Senior Collection Date, if the Company elects to redeem Securities pursuant toSection 3.07, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed, the redemption price, if thenascertainable and the paragraph or subparagraph of this Indenture pursuant to which the redemption shall occur.

The Company shall give each notice to the Trustee provided for in this Section 3.01 at least five Business Days prior to the giving of notice of aredemption pursuant to Section 3.03, unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate from theCompany to the effect that such redemption will comply with the conditions herein.

SECTION 3.02. Selection of Securities to Be Redeemed . If fewer than all the Securities are to be redeemed pursuant to Section 3.07, the Trusteeshall select the Securities to be redeemed (1) if such Securities are in global form, by lot or by such other method, then in accordance with the procedures ofthe Depositary or (2) if such Securities are not in global form, then on a pro rata basis, although no Security of $2,000 (or, in the case of Global Securities,$250,000 or less) in original principal amount or less will be redeemed in part. The Securities and the portions of them that the Trustee selects to beredeemed shall be in minimum principal amounts of $2,000 (or, in the case of Global Securities, $250,000 or less) or a whole multiple of $1,000 in excessthereof. Provisions of this Indenture that apply to Securities called for

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redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions ofSecurities to be redeemed. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called forredemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed.

SECTION 3.03. Notice of Redemption . At least 30 days but not more than 60 days before a date for redemption of Securities pursuant to Section 3.07, the Company shall send, or cause to be sent (in the case of Securities held in book-entry form, by electronic transmission) a notice of redemption toeach Holder of Securities to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of the Depositary.Notwithstanding the above, when notice has to be given to a holder of a global security (including any notice of redemption) such notice shall besufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including byelectronic mail in accordance with Applicable Procedures. Notices to the Trustee may be given by email in PDF format. Notices of redemption may besubject to one or more conditions precedent.

The notice shall identify the Securities to be redeemed (including the Issue Date and, if applicable, the certificate number) and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5) if fewer than all the Outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to beredeemed;

(6) that, unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemptionceases to accrue on and after the redemption date;

(7) the “CUSIP” number, ISIN or “Common Code” number, if any, printed on the Securities being redeemed;

(8) the paragraph or subparagraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption arebeing redeemed;

(9) any conditions precedent to the redemption of the Securities; and

(10) that no representation is made as to the correctness or accuracy of the “CUSIP” number, ISIN, or “Common Code” number, if any, listed insuch notice or printed on the Securities.

At the Company’s request, the Trustee shall give the notice of redemption set forth in this Section 3.03 in the Company’s name and at the Company’sexpense. In such event, the Company shall provide the Trustee with an Officer’s Certificate delivered five Business Days prior to the date that notificationwill be sent to the Holders pursuant to this Section 3.03 (unless the Trustee consents to a shorter period) requesting that the Trustee give such notice ofredemption and attaching the form of notice containing the information required by this Section.

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SECTION 3.04. Effect of Notice of Redemption . Once a notice of redemption referred to in Section 3.03 is sent, Securities called for redemptionbecome irrevocably due and payable on the redemption date and at the redemption price stated in the notice, unless the conditions described in the notice ofredemption, if any, have not been satisfied. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice,plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relatedinterest payment date), and such Securities shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder shall not affectthe validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price . On or prior to the date of any redemption pursuant to Section 3.07, the Company shall deposit with thePaying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemptionprice of and accrued interest on all Securities or portions thereof to be redeemed on that date other than Securities or portions of Securities called forredemption which have been delivered by the Company to the Trustee for cancellation.

SECTION 3.06. Securities Redeemed in Part . Upon surrender of a Security that is redeemed pursuant to Section 3.07 in part, the Company shallexecute and the Trustee shall authenticate, upon receipt of a written order of the Company, for the Holder (at the Company’s expense) a new Security equalin principal amount to the unredeemed portion of the Security surrendered.

SECTION 3.07. Optional Redemption .

(a) Following the occurence of the Senior Collection Date, the Company shall be entitled at its option to redeem the Securities, in whole or inpart, at a redemption price equal to 100% of the principal amount of the Securities plus the Make-Whole Premium as of, and accrued and unpaid interest, ifany, to (but not including), the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interestpayment date), and any other payment due and owing under the Note Documents. For the avoidance of doubt, the Company shall not be entitled to redeemthe Securities prior to the occurrence of the Senior Collection Date.

(b) Any redemption pursuant to this Section 3.07 shall be made in accordance with the provisions of Sections 3.01 through 3.06.

SECTION 3.08. Mandatory Principal Payment .

(a) Following the occurrence of the Senior Collection Date, if the Company receives any cash payments under Section 2.04 of the MBIA CreditAgreement, the Company shall receive by deposit to the Collection Account any cash payment under Section 2.04 of the MBIA Credit Agreement, theCompany shall apply all of such payment, to the extent not applied to pay interest pursuant to Section 2.11 or defaulted interest pursuant to Section 2.12, tothe prepayment of outstanding Securities, at a price equal to 100% of the principal amount of the Securities to be repaid, together with the Make-WholePremium, if any; provided , however , that the Company shall not be required to pay the Make-Whole Premium on prepayment of the principal amount ofthe Securities except to the extent such prepayment is attributable to the initial principal amount of the Notes, and not to PIK Interest, calculated by theCompany, on any date on which such prepayment of principal amount is to be made pursuant to this Section 3.08(a), as the positive difference, if any,between (x) the total principal amount of the Securities prepaid or to be prepaid through, and including, such date of prepayment, less (y) the sum of (I) thetotal principal amount of PIK Interest paid on the Securities in lieu of cash interest through such date of prepayment, plus (II) the total principal amount ofthe Securities previously prepaid through, but not including, such date of

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prepayment as to which the Make-Whole Premium has been paid. The Interest and Principal Payment Certification shall set forth the principal amount ofthe Securities to be prepaid and the Make-Whole Premium.

(b) The prepayment of principal amount of the Notes pursuant to Section 3.08(a) shall be made on the first Interest Payment Date occurringimmediately following the date on which the cash payment under Section 2.04 of the MBIA Credit Agreement is deposited in the Collection Account;provided, that any such cash payment received by the Company after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall beapplied to the prepayment of principal hereunder on the Interest Payment Date after such Interest Payment Date. Subject to any operational limitations ofDTC, the Trustee shall transfer the amount of such cash payment from the Collection Account to the Distribution Account and shall repay the principalamount of the Securities and the Make-Whole Premium, if any, as specified in the Interest and Principal Payment Certification, from the DistributionAccount to the Holders on such Interest Payment Date; provided that such funds have been deposited to the Distribution Account by 11:00 a.m. New YorkCity time, on such Interest Payment Date.

(c) [Reserved].

(d) Payments made pursuant to this Sections 3.08 shall be deemed a prepayment of principal, and not a redemption made pursuant to Sections3.01 through 3.06. Any prepayments made pursuant to this Section 3.08 in respect of Securities issued in global form, and the Trustee’s obligation to effectsuch payments, shall be subject in all respects to the applicable procedures of the Depositary

SECTION 3.09. Payment at Maturity . The Company shall repay the Securities in whole (including PIK Interest, if any) plus the Make-WholePremium, if any, and accrued and unpaid interest, if any, to Maturity and any other payment due and owing under the Note Documents; provided , however ,that the Company shall not repay the Securities until all Senior Obligations have been paid in full in cash and the Senior Collection Date has occurred.

ARTICLE IVCOVENANTS

SECTION 4.01. Payment of Securities . The Company shall promptly pay the principal of (and premium including the Make-Whole Premium, if any)and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture; provided , however , that the Company shallmake no cash payments, whether of principal, interest or otherwise, on the Securities unless and until all Senior Obligations are paid in full in cash and theSenior Collection Date has occurred. For the avoidance of doubt, the proceeds of the Collateral shall not be used to make any payments on the Securitiesunless and until all Senior Obligations are paid in full in cash. Principal and interest shall be considered paid on the date due if the Trustee or the PayingAgent holds in accordance with this Indenture as of 11:00 a.m. New York City time on the due date money sufficient to pay all principal and interest thendue.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments ofinterest at the same rate to the extent lawful.

SECTION 4.02. Corporate Existence; Compliance with Operating Agreement . The Company shall preserve and maintain its organizational existence.The Company shall duly observe and comply with the terms of the Company Operating Agreement.

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SECTION 4.03. Limitation on Liens . The Company shall not create, incur, assume or suffer to exist any Lien of any kind on any of its property orassets other than (a) Liens arising by operation of law, (b) Liens under the Note Documents and (c) Liens under the Senior Facility.

SECTION 4.04. Limitation on Indebtedness . The Company shall not incur, assume or suffer to exist any Indebtedness other than (a) Indebtednessunder the Note Documents and (b) Indebtedness under the Senior Facility.

SECTION 4.05. Limitation on Investments . The Company shall not make or hold any Investments other than the MBIA Facility to the extent theMBIA Facility is an Investment.

SECTION 4.06. Maintenance of Property; Insurance . The Company shall keep all material property necessary to the proper conduct of the businessof the Company in good working order and condition (ordinary wear and tear and loss or damage by casualty or condemnation excepted) with suchexceptions as would not reasonably be expected to have a Material Adverse Effect.

SECTION 4.07. Financial Reports and Other Information

(a) Reports, Notices . Except with respect to the Interest and Principal Payment Certification delivered pursuant to Section 4.07(b), theCompany shall (i)(a) furnish to the Trustee by email all reports and/or notices it sends or receives in connection with the MBIA Facility and the SeniorFacility or (b) cause such reports and/or notices to be posted on the Datasite and (ii) designate and mark, or cause to be designated and marked, any reportsand/or notices which contain any Confidential Information or Material Non-Public Information. The Trustee shall promptly thereafter forward to theHolders a copy of each report and/or notice that is furnished by email pursuant to clause (i)(a) above and is not designated or marked as containing anyConfidential Information or Material Non-Public Information. The Trustee shall have no obligation to access the Datasite and no responsibility for thecontents of the Datasite whatsoever.

(b) Interest and Principal Payment Certification . The Company shall cause MBIA Corp. to deliver a completed Interest and Principal PaymentCertification to the Trustee by no later than 11:00 a.m. New York City time on the third Business Day prior to each Interest Payment Date and make theinformation contained in the Interest and Principal Payment Certification (or the information therein) public, in accordance with Section 7.12(b)(viii) of theMBIA Credit Agreement. If the Company submits to the Trustee a change to the form of Appendix D, the Trustee shall send a copy to the Holders andunless the Trustee receives a written objection from the Majority Holders on or before the 5th Business Day after a copy thereof has been sent to Holders,such new form will constitute the form of Appendix D hereunder.

(c) Maintenance of Datasite . The Company shall maintain, or cause to be maintained, an internet accessible datasite (the “ Datasite ”) inaccordance with Section 5.01(d) of the MBIA Credit Agreement. The Company shall cause all information required to be delivered to the Trustee and/or theHolders to be available on the Datasite. The Company shall cause MBIA Corp. to publicly disclose on a quarterly basis the information described inSection 7.12 of the MBIA Credit Agreement in accordance with the MBIA Credit Agreement.

(d) Notice of Default . So long as any of the Securities are outstanding, the Company will deliver to the Trustee, within five days after anyOfficer of the Company becoming aware of the occurrence of any Default or Event of Default that has not been cured, a written statement specifying suchDefault or Event of Default and what action the Company is taking or proposing to take with respect thereto.

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(e) Limitation of Trustee Duty . Delivery of reports, information and documents to the Trustee under this Section 4.07 is for informationalpurposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from theinformation contained therein, including the Company’s compliance or non-compliance with any of its covenants hereunder (as to which the Trustee isentitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, theCompany’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or EDGAR or any website or datasite underthis Indenture, or participate in any conference calls.

SECTION 4.08. Inspection Rights . Upon reasonable notice from the Trustee, the Insurer or any Holder, the Company will and will cause MBIACorp. to permit the Trustee (and such Persons acting for the Trustee as the Trustee may reasonably designate), the Insurer (and such Persons acting for theInsurer as the Insurer may reasonably designate) or such Holder during normal business hours at the Company’s sole expense for two inspections in anyconsecutive period of twelve months unless an Event of Default is continuing, to visit and inspect any of the properties of the Company and MBIA Corp. toexamine all of their books and records to make copies and extracts therefrom, including any information about the Collateral or the “Collateral” (as suchterm is defined in the MBIA Facility), (subject to reasonable confidentiality restrictions), and to discuss their respective affairs, finances and accounts withtheir respective officers, advisors and independent public accountants (and by this provision each of the Company and MBIA Corp. authorizes suchaccountants to discuss with the Trustee (and such Persons acting for the Trustee as the Trustee may reasonably designate), the Insurer (and such Personsacting for the Insurer as the Insurer may reasonably designate) or such Holder the affairs, finances and accounts of the Company and MBIA Corp.), all asoften, and to such extent, as may be reasonably requested. The chief financial officer of MBIA Corp. and/or his or her designee shall be afforded theopportunity to be present at any meeting of the Trustee, the Insurer or such Holder and such accountants.

SECTION 4.09. Conduct of Business . The Company shall not conduct, transact or otherwise engage in any business, operations or activities otherthan as set forth below, so long as such business, operations or activities are not prohibited by the Note Documents:

(a) to purchase, accept an assignment of, acquire, own, hold and collect all or any portion of the Collateral;

(b) to take any and all steps necessary or desirable to administer, secure, enforce and collect the loan extended by the Company under the MBIAFacility and any other Collateral;

(c) to take any and all steps necessary to perform any of its funding obligations with respect to the MBIA Facility;

(d) to enter into and perform its obligations under the Note Documents, the Senior Facility and the MBIA Facility and all other documents,instruments or agreements which may be necessary in connection with the transactions contemplated thereunder;

(e) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of theState of Delaware that are reasonably related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentionedpurposes or contemplated by the Note Documents, the Senior Facility or the MBIA Facility (including the establishment of bank accounts andreferral, management, servicing and administration agreements);

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(f) to issue limited liability company interests as provided for in the Company Operating Agreement; and

(g) to the extent not otherwise prohibited in this Indenture or the Note Documents, to take any and all other actions necessary to maintain theexistence of the Company as a limited liability company in good standing under the laws of the State of Delaware and/or to qualify the Company todo business as a foreign limited liability company in any other state in which such qualification is required.

SECTION 4.10. Use of Proceeds; Margin Regulations; Company Activities .

(a) Use of Proceeds . The net proceeds of the Securities shall be used by the Company to make a loan to MBIA Corp. solely pursuant to theMBIA Facility.

(b) Margin Stock . The Company shall not (i) engage in the business of extending credit for the purpose of purchasing or carrying margin stockin violation of Regulations T, U or X of the Board of Governors of the Federal Reserve System or (ii) use any proceeds of the Securities for a purposewhich violates Regulations T, U or X of the Board of Governors of the Federal Reserve System.

SECTION 4.11. Limitation on Dividends . The Company shall not declare or pay any dividend or make any other similar payment or distribution onaccount of its Equity Interests or to the direct or indirect holders of its Equity Interests in their capacity as such.

SECTION 4.12. Maintenance of Accounts .

(a) Collection Account . The Company shall at all times maintain the Collection Account. The Company shall not use any amounts depositedinto the Collection Account in any manner or for any purpose other than (i) prior to the Senior Collection Date, in accordance with the Senior Facility and(ii) on or after the Senior Collection Date, for transfer to the Distribution Account and/or MBIA Corp. in accordance with the relevant Interest and PrincipalPayment Certification and the MBIA Credit Agreement. The Company, or MBIA Corp. on behalf of the Company, shall, by written notice to the Trustee(including by delivery of the Interest and Principal Payment Certification) and in accordance with the terms hereunder, direct amounts on deposit in theCollection Account to be transferred into the Distribution Account and/or to MBIA Corp. (as applicable) and within one Business Day after the receipt ofthe Interest and Principal Payment Certification and such direction, the Trustee shall initiate the transfer of the amounts to be so transferred in accordancewith such direction.

(b) [Reserved] .

(c) The Company shall not maintain any account other than the Collection Account.

(d) Distribution Account . At the time of execution and delivery of this Indenture, and for purposes of this Indenture, the Company herebyinstructs the Trustee to establish an account for the benefit of Holders (the “ Distribution Account ”), which shall be a trust account, the assets of which shallnot be commingled with the general assets of the Trustee or the assets held in trust for the benefit of holders of Senior Notes, and over which the Trusteeshall have exclusive control and sole right of withdrawal.

(i) The Trustee shall deposit any amount received by it from MBIA Corp. under the Insurance Policy, subject to the terms of the IntercreditorAgreement, and excluding any amounts which must be turned over to the holders of Senior Notes under the Intercreditor Agreement, into theDistribution Account and distribute such amount only for purposes of making

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scheduled payments hereunder for which a claim was made. Any funds received by the Trustee as a result of any claim under the Insurance Policyshall be applied by the Trustee directly to the payment in full (to the extent of the proceeds received pursuant to the Insurance Policy) of thescheduled payments due on the Securities.

(ii) The Trustee shall deposit any amount received by it from the Company (or MBIA Corp. on behalf of the Company) pursuant to thisIndenture, subject to the terms of the Intercreditor Agreement, and excluding any amounts which must be turned over to the holders of SeniorNotes under the Intercreditor Agreement, into the Distribution Account and distribute such amount only for purposes of making scheduledprincipal and interest payments hereunder and under the Subordinated Facility. Such amounts shall be disbursed by the Trustee to the Holders asset forth under Section 4.01.

(iii) Funds held in the Distribution Account shall not be invested by the Trustee.

(iv) On each Interest Payment Date and at Maturity in respect of the Securities, the Trustee or Paying Agent shall pay to the Holders, solelyto the extent of the funds available therefor in the Distribution Account, the principal and/or interest payments on the Securities to be paid on suchInterest Payment Date in accordance with the Interest and Principal Payment Certification.

SECTION 4.13. Performance under MBIA Facility . The Company shall cause MBIA Corp. to duly and punctually perform and observe in allmaterial respects its obligations and conditions under the MBIA Facility.

SECTION 4.14. Taxes . The Company shall pay, prior to delinquency, all taxes, assessments, and governmental levies due and payable by theCompany except such as are contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall havebeen set aside on its books or where the failure to effect such payment is not adverse in any material respect to the Holders. The Company is not a party to,and shall not become a party to, any tax sharing or similar agreement that would obligate it to make payments to MBIA Inc. or any affiliate of MBIA Inc. inrespect of taxes, assessments or other governmental levies.


(a) Without limiting any of the other covenants in this Article 4, the Company, shall (i) conduct its business, and otherwise be, in compliancewith all applicable laws, regulations, ordinances and orders of any governmental or judicial authorities if the failure to comply thereunder would reasonablybe expected to have a Material Adverse Effect; provided, however , that this Section 4.15 shall not require the Company to comply with any such law,regulation, ordinance or order if it shall be contesting such law, regulation, ordinance or order in good faith by appropriate proceedings and reserves inconformity with GAAP have been provided therefor, (ii) comply with all obligations it might have under Anti-Corruption Laws and (iii) comply with allapplicable Sanctions imposed on it.

(b) The Company shall maintain in effect and enforce policies and procedures intended to ensure compliance by the Company and MBIA Corp.and their respective officers, directors, employees and agents with Anti-Corruption Laws and Sanctions.

SECTION 4.16. Limitation on Modifications .

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(a) The Company shall not amend, modify, waive or otherwise change any provision of the Company Operating Agreement without the priorwritten consent of the holders of a majority in aggregate principal amount of the then outstanding Senior Notes.

(b) The Company shall not amend, modify, waive or otherwise change any provision of the MBIA Facility without the prior written consent ofthe holders of a majority in aggregate principal amount of the then outstanding Senior Notes.

SECTION 4.17. Further Assurances .

(a) The Company agrees that it will, and agrees to cause each Collateral Grantor, at any time and from time to time, at the expense of suchCollateral Grantor, promptly execute and deliver all further instruments and documents, and take all further action that may be reasonably necessary, toperfect and protect any Lien granted or purported to be granted by the Security Documents, or to enable the Collateral Agent to exercise and enforce itsrights and remedies under the Security Documents. Without limiting the generality of the foregoing, the Company shall, and shall cause each CollateralGrantor to execute, if required, and file, or cause to be filed, such financing or continuation statements under the Uniform Commercial Code (or anynon-U.S. equivalent thereto), or amendments thereto, and such other instruments or notices, to protect and preserve the Liens granted or purported to begranted by the Security Documents.

(b) Subject to Section 11.05, the Company hereby authorizes the Collateral Agent (without obligation) to file one or more financing orcontinuation statements under the Uniform Commercial Code (or any non-U.S. equivalent thereto), and amendments thereto, relative to all or any part of theCollateral without the signature of any Collateral Grantor where permitted by law. The Collateral Agent will promptly send the Company a copy of anyfinancing or continuation statements which it may file without the signature of the relevant Collateral Grantor and the filing or recordation information withrespect thereto.

SECTION 4.18. Post-Bankruptcy Restrictions . The Company shall, and shall cause MBIA Corp. and MBIA Inc. to, not take or support any challengeof any transfer made in connection with the Note Documents as a preference or fraudulent conveyance.

ARTICLE VSUCCESSOR COMPANY

SECTION 5.01. Consolidation, Merger and Sale of Assets . The Company will not, in any transaction or series of transactions, consolidate with ormerge into or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of anyof its assets to any Person.

ARTICLE VIDEFAULTS AND REMEDIES

SECTION 6.01. Events of Default . Each of the following is an “ Event of Default ”:

(a) failure to pay interest on any Security when such interest becomes due and payable and such default is continued for two Business Days;

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(b) failure to pay principal of (or premium including the Make-Whole Premium, if any, on) any Security or any other amounts due hereunderwhen such amounts become due and payable and such default continues for two Business Days;

(c) (i) failure by the Company to comply with Sections 4.1 through 4.5, 4.9, through 4.13, 4.15, 4.16 and 4.18 or (ii) failure to comply with anyother covenant or agreement in this Indenture and such default continues for 15 Business Days;

(d) the (i) Insurance Policy ceases to be in full force and effect (ii) at the option of the Insurer, the Insurance Agreement ceases to be in fullforce and effect (other than in accordance with the terms thereof or pursuant to the terms of this Indenture or other applicable Note Document), (iii) MBIACorp. denies or disaffirms its obligations under the Insurance Policy or the Insurance Agreement, or (iv) at the option of the Insurer, failure of any premiumpayment to be made on the Insurance Policy when due;

(e) (i) the Company or MBIA Corp. shall commence an Insolvency Proceeding, or the Company or MBIA Corp. shall make a generalassignment for the benefit of its creditors; or (ii) there shall be commenced against the Company or MBIA Corp. any case, proceeding or other action of anature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remainsundismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Company or MBIA Corp. any case,proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of theirassets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal withinsixty (60) days from the entry thereof; or (iv) the Company or MBIA Corp. shall take any action in furtherance of, or indicating its consent to, approval of,or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Company or MBIA Corp. shall generally not, or shall be unable to, orshall admit in writing their inability to, pay its debts as they become due;

(f) one or more final judgments or decrees shall be entered against the Company involving in the aggregate a liability (to the extent not coveredby insurance) of $5,000,000 or more and all such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bondedpending appeal within 60 days from the entry thereof;

(g) (i) the Security Documents or the Intercreditor Agreement shall for any reason cease to create a valid and perfected first-priority Lien onany portion of the Collateral (other than in accordance with the terms of this Indenture or the terms of the Security Documents) or (ii) any Collateral Grantorasserts in writing that any Lien created under the Security Documents is invalid or unenforceable;

(h) any “Event of Default” shall occur and continue beyond the applicable cure period, if any, under the (i) Senior Facility, (ii) MBIA Facility,or (iii) any other Indebtedness of the Company; provided that no effect shall be given to any waiver of any such “Event of Default” granted thereunder;

(i) any material provision of any Note Document, at any time after its execution and delivery and for any reason other than as expresslypermitted hereunder or thereunder ceases to be in full force and effect; or the Company or MBIA Corp. denies in writing the validity or enforceability ofany provision of any Note Document or the validity or priority of a Lien as required by the Security Documents, or the Company or MBIA Corp. denies inwriting that it has any or further liability or obligation under any Note Document;

(j) an ERISA Event occurs which results or could reasonably be expected to result in liability of the Company in an aggregate amount(determined as of the date of occurrence of such ERISA

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Event) which could reasonably be expected to result in a Material Adverse Effect or (ii) the Company or any ERISA Affiliate fails to pay when due, afterthe expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under anyMultiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company in an aggregate amount which couldreasonably be expected to result in a Material Adverse Effect;

(k) a Change of Control shall have occurred; or

(l) any representation or warranty by the Company or MBIA Corp. made or deemed made herein or in any other Note Document or which iscontained in any certificate, document or financial or other statement furnished at any time under or in connection herewith shall prove to have beenincorrect, false or misleading on or as of the date made or deemed made which failure has a Material Adverse Effect.

SECTION 6.02. Acceleration of Maturity; Rescission and Annulment . Subject to the terms of the Intercreditor Agreement, if an Event of Defaultdescribed in Section 6.01 (other than an Event of Default specified in Section 6.01(e)) occurs and is continuing then in every such case the Trustee or theMajority Holders, if any, of the Outstanding Securities, may (i) declare the principal amount of all of the Securities and all interest thereon to be due andpayable immediately, including the Make-Whole Premium, if any, and any other payments due and owing under the Note Documents, by a notice in writingto the Company (and to the Trustee if given by the Holders) and upon any such declaration such amount (or specified portion thereof) shall becomeimmediately due and payable; (ii) enforce all of the Liens and security interests created pursuant to the Security Documents; (iii) apply any cash Collateralheld by the Collateral Agent to the repayment of the Obligations in accordance with Section 6.06; and (iv) exercise all rights and remedies available to itunder the Note Documents and applicable law. Upon the occurrence of an Event of Default specified in Section 6.01(e), the principal amount of all of theSecurities, all interest thereon, and the Make-Whole Premium, if any, shall automatically and immediately become due and payable.

For the avoidance of doubt, upon an acceleration pursuant to this Section 6.02, the Make-Whole Premium shall be calculated as of the date of suchacceleration and shall be due and owing following such an acceleration. The Company will pay the Make-Whole Premium, as compensation to the Holdersfor the loss of their investment opportunity and not as a penalty, whether or not an Event of Default specified in Section 6.01(e) has occurred and (if anEvent of Default specified in Section 6.01(e) has occurred) without regard to whether the event causing such Event of Default is voluntary or involuntary, orwhether payment occurs pursuant to a motion, plan of reorganization, or otherwise, and without regard to whether the Securities and other NotesObligations are satisfied or released by foreclosure (whether or not by power of judicial proceeding), deed in lieu of foreclosure or by any other means. TheCompany agrees that payment of the Make-Whole Premium is reasonable under the circumstances currently existing. THE COMPANY EXPRESSLYWAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAWTHAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE MAKE-WHOLE PREMIUM IN CONNECTION WITH ANY SUCHACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Make-Whole Premium is reasonable and theproduct of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Make-Whole Premium shall be payablenotwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Companygiving specific consideration in this transaction for such agreement to pay the Make-Whole Premium; and (D) the Company shall be estopped hereafterfrom claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Make-Whole Premium tothe Trustee for the ratable benefit of the Holders as herein described is a material inducement to Holders to purchase the Securities.

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At any time after such a declaration of acceleration with respect to Securities has been made, but before a judgment or decree for payment of themoney due has been obtained by the Trustee as hereinafter provided in this Article 6, the Majority Holders, by written notice to the Company and theTrustee, may rescind and annul such declaration and its consequences if:

(a) the Company has paid or deposited with the Trustee a sum sufficient to pay in U.S. dollars,

(i) all overdue interest, if any, on all Outstanding Securities,

(ii) all unpaid principal of (and premium including the Make-Whole Premium, if any, on) any Outstanding Securities which has becomedue otherwise than by such declaration of acceleration, interest, if any, on such unpaid principal (and premium including the Make-WholePremium, if any) and all other amounts due and owing under the Note Documents at the rate or rates prescribed therefor in such Securities, andany other amounts due and owing under the Note Documents,

(iii) to the extent that payment of such interest is lawful, interest on overdue interest, if any, at the rate or rates prescribed therefor in suchSecurities, and

(iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel; and

(b) all Events of Default with respect to Securities other than the non-payment of amounts of principal of (or premium including the Make-Whole Premium, if any, on) or interest on Securities which have become due solely by such declaration of acceleration, have been cured or waived asprovided in Section 6.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Upon the Trustee providing any declaration of acceleration, or rescission and annulment thereof pursuant to this Section 6.02 with respect toSecurities all or part of which is represented by a Global Security, a record date shall automatically and without any other action by any Person be set for thepurpose of determining the Holders of Outstanding Securities entitled to join such declaration of acceleration, or rescission and annulment, as the case maybe, which record date shall be the close of business on the date the Trustee shall have provided such declaration of acceleration, or rescission andannulment, as the case may be. The Holders of Outstanding Securities on such record date (or their duly appointed agents), and only such Persons, shall beentitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after suchrecord date; provided that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue ofthe requisite percentage having been obtained prior to the day which is 90 days after such record date (or their duly appointed agents), such declaration ofacceleration, or rescission and annulment, as the case may by, shall automatically and without any action by any Person be cancelled and of no furthereffect. Nothing in this paragraph shall prevent a Holder (or duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, adeclaration of acceleration, or a rescission and annulment of any such declaration, contrary to or different from a declaration previously given by a Holder,or from giving, after the expiration of such period, a declaration identical to a declaration of acceleration, or rescission and annulment thereof, as the casemay be, that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date shall be established pursuant tothe provisions of this Section 6.02.

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SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee . The Company covenants that if:

(a) default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such defaultcontinues for a period of two Business Days, or

(b) default is made in the payment of the principal of (or premium including the Make-Whole Premium, if any, on) any Security at the Maturitythereof and on any date required under Section 3.08, or any other payment due and owing under the Note Documents, the Company, subject to theIntercreditor Agreement, shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then dueand payable on such Securities for principal (and premium including the Make-Whole Premium, if any) and interest, if any, and, to the extent that paymentof such interest shall be legally enforceable, interest on any overdue principal (and premium including the Make-Whole Premium, if any) and on anyoverdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover thecosts and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name, as Trustee of an express trust, may institute ajudicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the sameagainst the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law outof the property of the Company or any other obligor upon such Securities, wherever situated.

If an Event of Default with respect to the Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rightsand the rights of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any suchrights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or toenforce any other proper remedy.

SECTION 6.04. Trustee May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of theCompany or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable astherein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment ofoverdue principal, premium including the Make-Whole Premium, if any, or interest, if any, or and any other payment due and owing under the NoteDocuments) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of principal (and premium including the Make-Whole Premium, if any) and interest, if any,and any other payment due and owing under the Note Documents, owing and unpaid in respect of the Securities and to file such other papers or documentsas may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursementsand advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian,receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to

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make such payment to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to theTrustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any otheramounts due the Trustee under Section 7.06.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan ofreorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote inrespect of the claim of any Holder in any such proceeding.

SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities . All rights of action and claims under this Indenture or the Securitiesmay be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto,and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, afterprovision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratablebenefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 6.06. Application of Money Collected . Subject to the terms of the Intercreditor Agreement, any money collected by the Trustee or theCollateral Agent pursuant to this Article 6 (including upon any realization of any Lien upon Collateral) shall, subject to the terms of the SecurityDocuments, be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal(or premium including the Make-Whole Premium, if any) or interest, if any, upon presentation of the Securities and the notation thereon of the payment ifonly partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee or the Collateral Agent under Section 7.06;

SECOND: To the payment of all amounts due the Majority Holders under Section 7.06;

THIRD: To the payment of the amounts then due and unpaid for principal of (and premium including the Make-Whole Premium, if any) andinterest, if any, on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of anykind, according to the amounts due and payable on such Securities for principal (and premium including the Make-Whole Premium, if any) and interest, ifany, respectively; and

FOURTH: The balance, if any, to the Company or to such party as a court of competent jurisdiction shall direct.

SECTION 6.07. Limitation on Suits . No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect tothis Indenture, the Securities, or the other Note Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder or thereunder,unless:

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities;

(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trusteeto institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

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(c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to beincurred in compliance with such request;

(d) the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Majority Holders;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing themselvesof, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority orpreference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratablebenefit of all of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holderaffects, disturbs or prejudices the rights of other Holders or obtains or seeks to obtain priority or preference over such other Holders or enforces any rightunder this Indenture). Nothing in this section 6.07 shall be construed as limiting the rights of otherwise qualified Holders to petition a court for the removalof a Trustee pursuant to Section 7.07 hereof.

SECTION 6.08. Unconditional Contractual Right of Holders to Receive Principal, Premium and Interest . Subject to the following sentence,notwithstanding any other provision in this Indenture, the Holder of any Security shall have the contractual right, which is absolute and unconditional, toreceive payment, as provided herein and in such Security of the principal of (and premium including the Make-Whole Premium, if any) and interest, if any,on such Security on the Stated Maturity or any Maturities (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement ofany such payment, and such contractual rights shall not be impaired without the consent of such Holder. Notwithstanding the foregoing, no amendment to,or deletion or waiver of any of the covenants described in Article 4 of this Indenture or in any other Note Document or any action taken by the Company notprohibited hereunder shall be deemed to impair or affect any rights of any Holder to receive payment of principal of, and premium, interest and AdditionalAmounts, if any, on, the Securities.

SECTION 6.09. Restoration of Rights and Remedies . If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy underthis Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally andrespectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no suchproceeding had been instituted.

SECTION 6.10. Rights and Remedies Cumulative . Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,lost or stolen Securities in the last paragraph of Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders isintended to 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 toevery other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right orremedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11. Delay or Omission Not Waiver . No delay or omission of the Trustee or of any Holder of any Securities to exercise any right orremedy accruing upon any Event of Default shall impair

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any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 orby law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, asthe case may be.

SECTION 6.12. Control by Holders . The Majority Holders shall have the right to direct the time, method and place of conducting any proceeding forany remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Outstanding Securities, provided that ineach case (a) such direction shall not be in conflict with any rule of law, this Indenture or the Intercreditor Agreement and (b) the Trustee may take anyother action deemed proper by the Trustee which is not inconsistent with such direction.

Upon receipt by the Trustee of any such direction with respect to Securities all or part of which is represented by a Global Security, a record date shallautomatically and without any further action by any Person be set for the purpose of determining the Holders of Outstanding Securities entitled to join insuch direction, which record date shall be the close of business on the day the Trustee shall have received such direction. The Holders of OutstandingSecurities on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holdersremain Holders after such record date; provided that, unless such direction shall have become effective by virtue of Holders of the requisite principalamount of Outstanding Securities on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such recorddate, such direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent aHolder (or a duly appointed agent of a Holder) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from adirection previously given by a Holder, or from giving, after the expiration of such period, a direction identical to a direction that has been cancelledpursuant to the proviso to the preceding sentence, in any of which events a new record date in respect thereof shall be set pursuant to the provisions of thisSection 6.12.

SECTION 6.13. Waiver of Past Defaults . Subject to Section 6.02, the Majority Holders may on behalf of the Holders of all the OutstandingSecurities waive any past Default or Event of Default hereunder, except a default

(1) in the payment of the principal of (or premium including the Make-Whole Premium, if any) or interest on any Security or the payment ofAdditional Amounts, if any, or

(2) in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of the Holder ofeach Outstanding Security affected.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive any past Default orEvent of Default hereunder. If a record date is fixed, the Holders on such record date (or their duly designated agents), and only such Persons, shall beentitled to waive any such default hereunder, whether or not such Holders remain Holders after such record date; provided , that unless such majority inprincipal amount shall have been obtained prior to the date which is 90 days after such record date, any such waiver previously given shall automaticallyand without further action by any Holder be cancelled and of no further effect.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for everypurpose of this Indenture and the other Note Documents; but no such waiver shall extend to any subsequent or other Default or Event of Default or impairany right consequent thereon.

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SECTION 6.14. Undertaking for Costs . All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall bedeemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in anysuit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay thecosts of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in suchsuit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply toany suit instituted by the Trustee, to any suit instituted by the Majority Holders, or to any suit instituted by any Holder for the enforcement of the paymentof the principal of (or premium including the Make-Whole Premium, if any) or interest on any Security on or after the Stated Maturity or Maturitiesexpressed in such Security (or, in the case of redemption, on or after the redemption date).

SECTION 6.15. Waiver of Stay or Extension Laws . The Company covenants (to the extent that it may lawfully do so) that it will not at any timeinsist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any timehereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein grantedto the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted; provided that this Section shall notprohibit the Company from exercising any rights it may have under this Indenture to contest any actions taken by the Trustee pursuant to this Section.

SECTION 6.16. Subrogation Rights of the Insurer . The Insurer shall be subrogated to the rights of the Holders as provided in the InsuranceAgreement.

SECTION 6.17. Intercreditor Agreement . All rights of the Trustee and the Holders of Securities to declare an Event of Default, exercise remedies,and receive payments or proceeds of the Collateral under this Indenture are subject to, and limited by, the Intercreditor Agreement.

ARTICLE VIITRUSTEE

SECTION 7.01. Duties of Trustee . (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vestedin it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in theconduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and any NoteDocuments to which it is or will become a party and no implied covenants or obligations shall be read into this Indenture or any of the NoteDocuments against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of theopinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of thisIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

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(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved in a court ofcompetent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction receivedby it pursuant to Section 6.12.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f) Except as expressly required by this Indenture, money held in trust by the Trustee need not be segregated from other funds except to theextent required by law.

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in theperformance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment ofsuch funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject tothe provisions of this Section.

(i) The Trustee shall, upon two Business Days’ prior notice to the Trustee, permit any representative of the Insurer at the Insurer’s own expense,during the Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Trustee relating to the Securities, tomake copies and extracts therefrom and to discuss the Trustee’s affairs and actions, as such affairs and actions relate to the Trustee’s duties with respect tothe Securities, with the Trustee’s officers and employees responsible for carrying out the Trustee’s duties with respect to the Securities.

(j) Each of the Holders by acceptance of the Securities hereby irrevocably authorize the Trustee to enter into the Note Documents and to takesuch action on their behalf under the provisions of the Note Documents and to exercise such powers and perform such duties as are expressly delegated tothe Trustee by the terms of this Indenture and the Note Documents, together with such powers as are reasonably incidental thereto.

SECTION 7.02. Rights of Trustee . Subject to Section 7.01:

(a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trusteeneed not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both, in each case, to theeffect that it is so permitted to act or to

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refrain from acting. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion ofCounsel.

(c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorneyappointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights orpowers conferred upon it by this Indenture.

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and theSecurities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in goodfaith and in accordance with the advice or opinion of such counsel.

(f) Unless otherwise specified in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by anOfficer of the Company.

(g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction ofany of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee againstthe costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(i) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless ofthe form of action.

(j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such adefault is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent and each agent, custodian and other Personemployed to act hereunder.

(l) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of orcaused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil ormilitary disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer(software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in thebanking industry to resume performance as soon as practicable under the circumstances.

(m) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, butthe

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Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine tomake such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent orattorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(n) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized atsuch time to take specified actions pursuant to this Indenture.

(o) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

SECTION 7.03. Individual Rights of Trustee . The Trustee in its individual or any other capacity may become the owner or pledgee of Securities andmay otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar orco-paying agent may do the same with like rights. However, the Trustee must comply with Section 7.09.

SECTION 7.04. Trustee’s Disclaimer . The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of thisIndenture, the Securities or any of the Note Documents, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shallnot be responsible for any statement of the Company or recital in this Indenture, or any statement in any Note Document or in any document issued inconnection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

SECTION 7.05. Notice of Defaults . If a Default occurs with respect to the Securities and is continuing and written notice of such Default has beenreceived by the Trustee as specified in Section 7.02(j), the Trustee shall send to each Holder a notice of the Default within 5 Business Days after suchwritten notice of it is received by a Trust Officer of the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or intereston any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the noticeis in the interests of Holders.

SECTION 7.06. Compensation and Indemnity . The Company agrees to: (a) pay to the Trustee, the Collateral Agent and the Loan Administrator,from time to time as agreed to between the Company, the Trustee, the Collateral Agent and the Loan Administrator, reasonable compensation for itsservices as has been agreed to by the Company, the Trustee, the Collateral Agent and the Loan Administrator, which compensation shall not be limited byany law on compensation of a trustee of an express trust; (b) reimburse the Trustee, Collateral Agent and Loan Administrator upon request for all reasonableout-of-pocket expenses incurred or made by it, including, but not limited to, costs of monitoring the Collateral, costs of monitoring the Company’scompliance with the Note Documents and the MBIA Facility (provided that the Trustee, the Collateral Agent and the Loan Administrator shall have no dutyto monitor), costs of collection, in addition to the compensation for its services (such expenses shall include the reasonable compensation and expenses,disbursements and advances of the Trustee’s, Collateral Agent’s and Loan Administrator’s agents, counsel, accountants, financial advisors, and experts); (c)indemnify, defend, protect and hold harmless the Trustee (in its individual capacity and Trustee capacities), the Collateral Agent (in its capacity asCollateral Agent), the Loan Administrator (in its capacity as Loan Administrator) and their respective directors, officers and agents against any and all loss,damage, claims, liability, cost or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance oradministration of this Indenture and the trusts thereunder and the performance of

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its duties hereunder or any of the Note Documents (including the costs and expenses of enforcing this Indenture against the Company or defending itselfagainst any claim whether asserted by any Holder or the Company, or liability in connection with the acceptance, exercise or performance of any of itspowers or duties hereunder) and (d) after the occurrence of an Event of Default, reimburse the Majority Holders for reasonable compensation and expenses,disbursement and advances of the Majority Holders’ counsel and financial advisors. The Trustee, Collateral Agent and Loan Administrator shall notify theCompany promptly of any claim for which it may seek indemnity. Failure by the Trustee, Collateral Agent or Loan Administrator to so notify the Companyshall not relieve the Company of its obligations hereunder or any of the Note Documents, except to the extent the Company has been prejudiced by suchfailure. The Company shall defend the claim and the Trustee, Collateral Agent and Loan Administrator may have a single separate counsel for all of them(except to the extent that representation of all of the Trustee, Collateral Agent and Loan Administrator by a single counsel would be improper due toconflict of interest, in which case each of them may retain separate counsel) and the Company shall pay the fees and expenses of such counsel. TheCompany need not reimburse any expense or indemnify against any loss, liability or expense found by a court of competent jurisdiction in a final,non-appealable judgment to have been incurred by the Trustee, Collateral Agent or Loan Administrator through the Trustee’s, Collateral Agent’s or LoanAdministrator’s, as applicable, own willful misconduct or gross negligence.

To secure the Company’s payment obligations in this Section 7.06, the Trustee, Collateral Agent and Loan Administrator shall have a lien prior to theSecurities on all money or property held or collected by the Trustee, Collateral Agent or Loan Administrator other than money or property held in trust topay principal of and interest on particular Securities.

The Company’s payment obligations pursuant to this Section shall survive the satisfaction and discharge of this Indenture and the resignation orremoval of the Trustee, Collateral Agent or Loan Administrator. When the Trustee, Collateral Agent or Loan Administrator incurs expenses after theoccurrence of a Default specified in Section 6.01(e) with respect to the Company, the expenses are intended to constitute expenses of administration underany Bankruptcy Law or any similar federal, provincial, territorial or state law for the relief of debtors.

SECTION 7.07. Replacement of Trustee . The Trustee may resign at any time by so notifying the Company. The Majority Holders may remove theTrustee with respect to the Securities by so notifying with 31 days prior notice to the Trustee and may appoint a successor Trustee. The Company shallremove the Trustee if:

(a) the Trustee fails to comply with Section 7.09;

(b) the Trustee is adjudged bankrupt or insolvent;

(c) a receiver or other public officer takes charge of the Trustee or its property; or

(d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonably promptly appoint asuccessor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee),the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation orremoval of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under thisIndenture. The

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successor Trustee shall mail a notice of its succession to Holders of the Outstanding Securities. The retiring Trustee shall promptly transfer all property heldby it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 20% inprincipal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.09, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and theappointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.06 shall continue for the benefitof the retiring Trustee.

SECTION 7.08. Successor Trustee by Merger . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all itscorporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further actshall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by thisIndenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authenticationof any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, anysuccessor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee;and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture.

SECTION 7.09. Corporate Trustee Required; Eligibility . (a) There shall at all times be a Trustee hereunder which shall be:

(i) a corporation organized and doing business under the laws of the United States, or of any state or territory thereof, or of the District ofColumbia, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by federal or stateauthority, or

(ii) a corporation or other person organized and doing business under the laws of a foreign government permitted to act as a Trusteepursuant to a rule, regulation or other order of the Commission, authorized under such laws to exercise corporate trust powers, and subject tosupervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision orexamination applicable to United States institutional trustees.

(b) The Trustee shall have at all times a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annualreport of condition.

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ARTICLE VIII[RESERVED]

ARTICLE IXSATISFACTION AND DISCHARGE

SECTION 9.01. Satisfaction and Discharge of Indenture . (a) This Indenture and the other Note Documents shall cease to be of further effect (exceptas to any surviving rights of registration of transfer or exchange of Securities expressly provided for herein or pursuant hereto and any right to receiveAdditional Amounts as contemplated by Article 12), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledgingsatisfaction and discharge of this Indenture and the other Note Documents, when:

(i) all Outstanding Securities that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and

Securities for which payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to theTrustee for cancellation, or

(ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities(other than contingent obligations or liabilities for which no claim or demand for payment has been made); and

(iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedentherein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

(b) After the conditions to discharge contained in this Article 9 have been satisfied, and the Company has paid or caused to be paid all othersums payable hereunder, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent tosatisfaction and discharge have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of the obligations of theCompany and the Insurer under this Indenture and the other Note Documents.

ARTICLE XAMENDMENT AND WAIVER

SECTION 10.01. Without Consent of Holders . The Company, the Trustee, and the Collateral Agent (if applicable) at any time and from time to time,may amend this Indenture and other Note Documents without notice to or consent of any Holder to, but with the written consent of the Insurer (unless anInsurer Default shall have occurred and be continuing) solely if such amendment is adverse to the interest of the Insurer:

(a) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to makeconsistent any other provisions with respect to matters or questions arising under this Indenture or other Note Documents, provided such action shall notadversely affect the interests of the Holders of Securities in any material respect;

(b) provide for uncertificated Securities in addition to or in place of certificated Securities;

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(c) add to the covenants of the Company for the benefit of the Holders of the Securities or to surrender any right or power herein or in the otherNote Documents conferred upon the Company or MBIA Inc.;

(d) enter into additional or supplemental Security Documents and to add additional assets as Collateral to secure the Securities;

(e) release, terminate or discharge, or to confirm and evidence the release, termination or discharge of, any Collateral when permitted orrequired by this Indenture or the Security Documents or to amend or supplement any Security Document in accordance with this Indenture or the SecurityDocuments;

(f) accept and consent to, and to take, any and all steps to perfect a security interest in the Collateral granted pursuant to the SecurityDocuments;

(g) evidence and provide for the acceptance of appointment hereunder by a successor Trustee or a successor Collateral Agent and to add to orchange any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than oneTrustee;

(h) provide for the issuance of PIK Securities in accordance with this Indenture; provide for uncertificated Securities in addition to or inreplacement of certificated Securities; in the event PIK Securities are issued in certificated form, to make appropriate amendments to this Indenture toreflect changes to minimum denomination of certificated PIK Securities, establish minimum redemption amounts for certificated PIK Securities and otherchanges necessary to administer the certificated PIK Securities; or

(i) supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the discharge of Securitiespursuant to Section 9.01; provided that any such action shall not adversely affect the interests of the Holders of Securities or any other series of Securitiesin any material respect.

After an amendment under this Section 10.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. Thefailure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01.

SECTION 10.02. With Consent of Holders . Except as provided above in Section 10.01 and below in this Section 10.02, the Company, the Trusteeand the Collateral Agent (if applicable) may amend this Indenture and the other Note Documents, with the written consent of the Insurer (unless an InsurerDefault shall have occurred and be continuing) solely if such amendment is adverse to the interests of the Insurer, and the written consent of the Holders ofat least a majority in principal amount of the Outstanding Securities affected (including consents obtained in connection with a tender offer or exchange forthe Securities) and any past default or compliance with any provisions may also be waived with the written consent of the Insurer (unless an Insurer Defaultshall have occurred and be continuing) solely if such waiver is adverse to the interest of the Insurer and the consent of the Holders of at least a majority inprincipal amount of the Outstanding Securities affected. However, without the consent of each Holder of an Outstanding Security affected thereby, anamendment or waiver may not:

(a) change the Stated Maturity of the principal of or any installment of interest on any Security, or change the due date of the Make-WholePremium or any other premium;

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(b) reduce the principal amount thereof (or premium including the Make-Whole Premium, if any) or the rate of interest, if any, on any Security;

(c) change any obligation of the Company to pay Additional Amounts contemplated by Section 12.01;

(d) reduce the amount of the principal of any Security that would be due and payable upon a declaration of acceleration of the maturity thereofpursuant to Section 6.02 or the amount thereof provable in bankruptcy pursuant to Section 6.04, or adversely affect any right of repayment at the option ofany Holder;

(e) change the currency of payment of principal on (or premium including the Make-Whole Premium, if any) or interest, if any, on anySecurity;

(f) reduce the percentage in aggregate principal amount of the Outstanding Securities the consent of whose Holders is required for any waiverof compliance with certain provisions of this Indenture or certain defaults and their consequences provided for in this Indenture;

(g) change any provision of the Note Documents providing for payments or redemptions, in each case, to be applied pro rata among theHolders entitled to such payments or redemptions of Securities;

(h) make any change in, or release other than in accordance with this Indenture that would adversely affect the Holders of any such Securities;or

(i) release the Liens for the benefit of the Holders on all or substantially all of the Collateral other than in accordance with this Indenture andthe Security Documents;

(j) release the Company or MBIA Inc. from its obligations under this Indenture or any other Note Document, other than in accordance with thisIndenture and the other Note Documents; or

(k) modify any of the provisions of this Section or Section 6.13 except to increase any percentage or to provide that certain provisions of thisIndenture cannot be waived without the consent of the Holder of each Outstanding Security.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendmenthereto. If a record date is fixed, the Holders on such record date or their duly designated agents, and only such Persons, shall be entitled to consent to suchamendment, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue ofthe requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shallautomatically and without further action by any Holder be cancelled and of no further effect.

It shall not be necessary to approve the particular form of any proposed amendment, but it shall be sufficient if the substance thereof shall beapproved.

Notwithstanding anything to the contrary herein, so long as the Senior Collection Date has not occurred, no amendment, supplement or waiver underSection 10.01 or 10.02 shall be effective without the prior written consent of the holders of a majority in aggregate principal amount of the then outstandingSenior Notes.

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SECTION 10.03. Execution of Amendments . The Trustee and the Collateral Agent (if applicable) shall sign any amendment authorized pursuant tothis Article 10 if such amendment does not adversely affect the rights, duties or immunities of the Trustee or Collateral Agent, as applicable. In executing,or accepting the additional trusts created by this Article 10 or the modifications thereby of the trusts created by this Indenture, the Trustee and CollateralAgent (if applicable) shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and anOpinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture and that such amendment is the legal, validand binding obligation of Company, enforceable against them in accordance with its terms, subject to customary exceptions. The Trustee and the CollateralAgent (if applicable) may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s or Collateral Agent’s, as applicable, ownrights, duties or immunities under this Indenture or otherwise.

SECTION 10.04. Effect of Amendments . Upon the execution of any amendment under this Article 10, this Indenture or the applicable NoteDocument shall be modified in accordance therewith, and such amendment shall form a part of this Indenture or the applicable Note Document for allpurposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 10.05. Reference in Securities to Amendments . Securities authenticated and delivered after the execution of any amendment pursuant tothis Article 10 may bear a notation as to any matter provided for in such amendment. If the Company shall so determine, new Securities so modified as toconform, in the opinion of the Company, to any such amendment may be prepared and executed by the Company and authenticated and delivered by theTrustee in exchange for Outstanding Securities.

SECTION 10.06. Notice of Amendments . Promptly after the execution by the Company and the Trustee of any amendment pursuant to theprovisions of Section 10.03, the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner set forth in Section 13.01, setting forth in general terms the substance of such amendment.

ARTICLE XISECURITY

SECTION 11.01. Security Documents; Additional Collateral .

(a) In order to secure the due and punctual payment of the Notes Obligations, (i) on the Issue Date, simultaneously with the execution anddelivery of this Indenture, the Collateral Grantors have executed Security Documents granting to the Collateral Agent for the benefit (or, where applicable,as direct representative) of the Secured Creditors a perfected Lien in the Collateral, and (ii) after the Issue Date, each other affiliate of the Company that isrequired to become a Collateral Grantor pursuant to Section 4.17 shall execute and deliver the necessary Security Documents in order to grant to theCollateral Agent a perfected Lien in all assets of such Person which are required to, but do not already, constitute Collateral.

(b) The Company shall cause every Collateral Grantor to from time to time take the actions required by Section 4.17.

SECTION 11.02. Releases of Collateral . The Notes Obligations will no longer be required to be secured by Liens on Collateral and the Lienssecuring the Notes Obligations will be released:

(a) in whole, upon the payment in full of all Notes Obligations (other than contingent obligations or liabilities for which no claim or demand forpayment has been made);

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(b) if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; and

(c) in whole or in part, with the consent of the requisite Holders as provided in Section 10.02.

SECTION 11.03. Release Documentation . Upon compliance with the conditions to release of all or any portion of the Collateral set forth in Section 11.02, the Collateral Agent and the Trustee shall forthwith take all necessary action (at the request of and the expense of the Company, accompanied by anOfficer’s Certificate and Opinion of Counsel that the conditions precedent to such release have been satisfied) to release and re-convey to the applicableCollateral Grantor or the Company the applicable portion of the Collateral that is authorized to be released pursuant to Section 11.02, and shall deliver suchCollateral in its possession, if any, to the applicable Collateral Grantor or the Company, including, without limitation, executing and delivering releases andsatisfactions wherever required. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in reliance upon any suchOfficer’s Certificate or Opinion of Counsel, and the Trustee and the Collateral Agent shall not be under any obligation to release any such Lien and securityinterest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinionof Counsel.

SECTION 11.04. Possession and Use of Collateral; No Impairment of the Security Interests .

(a) So long as no Event of Default has occurred and is continuing, and subject to the terms of this Indenture, the Security Documents, the MBIAFacility and the Company Operating Agreement, each Collateral Grantor will be entitled to freely operate the property and assets constituting the Collateralpledged by it and to receive, invest and dispose of all cash dividends, principal, interest and other payments made upon or with respect to the Collateralpledged by it and to exercise any voting and other consensual rights pertaining to the Collateral pledged by it.

(b) No Collateral Grantor shall take any action, or omit to take any action, which action or omission would have the result of impairing thevalidity, perfection or priority of the security interests in the Collateral created by the Security Documents, (except as expressly set forth in this Indenture,the Security Documents or the Intercreditor Agreement, including any action that would result in a Permitted Collateral Lien (as defined in the SecurityDocuments)).

(c) The Collateral Agent will distribute all funds received by it in accordance with the provisions of the Security Documents, and the Trusteewill distribute all funds received by it from the Collateral Agent for the benefit of the Trustee and the Holders in accordance with the provisions of thisIndenture.

SECTION 11.05. Collateral Agent . The Trustee and each of the Holders by acceptance of the Securities hereby authorize the appointment of theCollateral Agent as the Trustee’s and the Holders’ Collateral Agent under the Security Documents, and the Trustee and each of the Holders by acceptanceof the Securities hereby irrevocably authorize the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to take suchaction on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to theCollateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, together with such powers as are reasonablyincidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the IntercreditorAgreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties orresponsibilities, except those expressly set forth herein, in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreementor as requested by the Majority

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Holders (subject to this Section 11.05), nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, anyHolder, the Company or any Collateral Grantor, either before or after the occurrence of an Event of Default, and no implied covenants, functions,responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise existagainst the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to theCollateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independentcontracting parties. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreement or theSecurity Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of theHolders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable.

The Trustee is authorized and directed by the Holders and the Holders by acquiring the Securities are deemed to have authorized the Trustee, asapplicable, to cause the Collateral Agent to enter into and perform its obligations under the Security Documents and the Intercreditor Agreement. TheCollateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Securities are deemed to have authorized theCollateral Agent, to (i) enter into the Security Documents to which it is a party and the Intercreditor Agreement, (ii) bind the Trustee and the Holders on theterms as set forth in such Security Documents and the Intercreditor Agreement and (iii) perform and observe its obligations and exercise its rights andpowers under such Security Documents, including entering into amendments and other modifications permitted by the terms of this Indenture, theIntercreditor Agreement or the Security Documents. Each Holder, by its acceptance of a Security, is deemed to have consented and agreed to the terms ofeach Security Document and the Intercreditor Agreement, as originally in effect and as amended, restated, replaced or modified from time to time inaccordance with its terms or the terms of this Indenture.

The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the CollateralAgent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the CollateralAgent at the address specified in Section 13.01, and such notice references the Securities and this Indenture. The Collateral Agent shall take such actionwith respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Majority Holders (subject to thisSection 11.05).

The Collateral Agent shall have no obligation and makes no representation whatsoever to the Trustee or any of the Holders as to the existence,genuineness, value or protection of the Collateral or the sufficiency of any Security Documents, or that the Collateral is owned by any of the CollateralGrantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfullycreated, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantor’sproperty constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed ordelivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particularmanner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to theCollateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act,omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of theforegoing. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt,nothing herein shall require the Collateral Agent to file financing statements or continuation statements, to record any documents or instruments in anypublic office at any time or be responsible for perfection or maintaining the perfection of the security interests purported to be created by the SecurityDocuments and such responsibility shall be solely that of the Company.

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Each of the Collateral Agent and the Trustee, each in its capacity as such, shall not be liable or responsible for the failure of the Company or any CollateralGrantor to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failureof any insurer to pay the full amount of any loss against which it may have insured to the Company or any Collateral Grantor, the Trustee, the CollateralAgent or any other Person.

The provisions of Article 7, mutatis mutandis, shall apply to the Collateral Agent. Without limiting the generality of such preceding sentence, andnotwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreement or the Security Documents, in the event the CollateralAgent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, theCollateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property undermortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of thepresence at, or release on or from, the Collateral or such property, unless the Collateral Agent has received security or indemnity from the Holders in anamount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The CollateralAgent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking fromthe Company or the Holders to be sufficient.

SECTION 11.06. Replacement of Collateral Agent . The Collateral Agent may resign at any time by so notifying the Company. The Majority Holdersmay remove Collateral Agent with respect to the Securities by so notifying with 31 days prior notice to the Collateral Agent and may appoint a successorCollateral Agent. The Company shall remove Collateral Agent if:

(a) the Collateral Agent is adjudged bankrupt or insolvent;

(b) a receiver or other public officer takes charge of the Collateral Agent or its property; or

(c) the Collateral Agent otherwise becomes incapable of acting.

If the Collateral Agent resigns or is removed by the Company, or is removed by the Majority Holders and such Holders do not reasonablypromptly appoint a successor Collateral Agent, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such eventbeing referred to herein as the retiring Collateral Agent), the Company shall promptly appoint a successor Collateral Agent.

A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company.Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights,powers and duties of the Collateral Agent under this Indenture. The successor Collateral Agent shall mail a notice of its succession to Holders of theSecurities. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent.

If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiringCollateral Agent or the Holders of 20% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of asuccessor Collateral Agent.

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SECTION 11.07. Purchaser Protected . No purchaser or grantee of any property or rights purporting to be released from the Liens in favor of theCollateral Agent shall be bound to ascertain the authority of the Collateral Agent or Trustee to execute the release or to inquire as to the existence of anyconditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 11.02 have been satisfied.

SECTION 11.08. Authorization of Receipt of Funds by the Trustee Under the Security Documents . The Trustee is authorized to receive any funds forthe benefit of Holders distributed under the Security Documents and to apply such funds as provided in Section 6.06.

SECTION 11.09. Powers Exercisable by Receiver or Trustee . In case the Collateral shall be in the possession of a receiver or trustee, lawfullyappointed, the powers conferred in this Article 11 upon any Collateral Grantor, as applicable, with respect to the release, sale or other disposition of suchproperty may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similarinstrument of any Collateral Grantor, as applicable, or of any officer or officers thereof required by the provisions of this Article 11.

SECTION 11.10. Compensation and Indemnification . The Collateral Agent shall be entitled to the compensation and indemnification set forth inSection 7.06 (with the references to the Trustee therein being deemed to refer to and include the Collateral Agent).

SECTION 11.11. Form of Security Documents and Opinions . To the extent that any provision of this Indenture or any Security Document requiresthe execution or delivery by the Trustee or the Collateral Agent after the Issue Date of any Security Documents, agreements, certificates, opinions or otherdocuments, in each case, in form and substance reasonably satisfactory to the Trustee or the Collateral Agent, or other similar discretionary approval, or insubstantially in the same form as such Security Documents, agreements, certificates, opinions or other documents were delivered on the Issue Date or asattached hereto, the Holders, by acquiring the Securities, are deemed to have approved the form and substance of any such Security Documents, agreements,certificates, opinions or other documents in substantially the same form as those executed and delivered on the Issue Date, in each case, with such changesas may be appropriate to reflect the entity subject to or the subject of or the governing law of such Security Documents, agreements, certificates, opinions orother documents and the jurisdiction of organization of such entity and hereby authorize the Trustee and the Collateral Agent, as applicable, to execute suchdocuments and accept such documents and opinions. For the avoidance of doubt, this Section 11.11 shall not supersede any requirement contained hereinregarding the delivery of an Officer’s Certificate or an Opinion of Counsel, stating that all conditions precedent to the execution and delivery of suchSecurity Documents have been satisfied and the Trustee and Collateral Agent, as applicable, is permitted to execute and deliver such Security Documents.

ARTICLE XIIADDITIONAL AMOUNTS

SECTION 12.01. Payment of Additional Amounts .

(a) The Company shall pay any amounts due with respect to the Securities without deduction or withholding for any and all present and futurewithholding taxes, levies, imposts and charges (a “ withholding tax ”) imposed by or for the account of the United States of America, the State of Delawareor any other jurisdiction in which the Company is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction ”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company will,to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative

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requirements), pay additional amounts (the “ Additional Amounts ”) in respect of principal amount, redemption price and interest (if any), in accordancewith the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction orwithholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, the Company will not pay any AdditionalAmounts in the following instances:

(i) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of,member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation) is a domiciliary, national or resident of, orengaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise havingsome present or former connection with the Taxing Jurisdiction other than solely the holding or ownership of the Security or the collection ofprincipal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, orthe enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such paymentbecame due or was provided for, whichever is later;

(ii) if and to the extent the withholding tax is pursuant to the law in effect at the time the holder acquires Securities and the assignor to theholder was not entitled to such Additional Amounts at the time of the holder’s acquisition;

(iii) if any withholding tax would not have been imposed but for the failure to comply with Section 12.01(c), if such compliance isrequired by statute or by regulation as a precondition to relief or exemption from such withholding tax and such holder or beneficial owner islegally able to so comply;

(iv) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental chargeimposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), currentor future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant toSection 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreemententered into in connection with the implementation of such Sections of the Code (hereinafter “FATCA”); or

(v) any combination of the instances described in the preceding clauses.

(b) If a holder receives a refund of any taxes as to which the Company has paid Additional Amounts pursuant to this Section 12.01 (including inrespect of the payment of Additional Amounts pursuant to this Section 12.01), such holder shall pay to the Company an amount equal to such refund, net ofall out of pocket expenses (including taxes) of the holder and without interest (other than any interest paid by the relevant governmental authority withrespect to such refund). The Company shall repay to the holder the amount paid over pursuant to this clause (b) (plus any penalties, interest, or other chargesimposed by the relevant governmental authority) in the event that the holder is required to repay such refund to such governmental authority.

(c) Tax Forms .

(i) Each non-U.S. holder shall (w) on or prior to the date such non-U.S. holder becomes a holder hereunder, (x) after the occurrence ofany event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (c) and (y) from time totime if reasonably requested by the Company or the Trustee, provide the Company, the Trustee

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and the Paying Agent with two properly completed and duly executed originals of one of the following, as applicable: (A) Forms W-8ECI(claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN-E or otherapplicable W-8 Form (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (togetherwith appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a non-U.S. holder claimingexemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN-E or other applicable W-8 Form (claiming exemption from U.S.withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to theCompany that such non-U.S. holder is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder”of the Company within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS that enables the Company to determine its withholding andreporting obligations.

(ii) Each U.S. holder shall (w) on or prior to the date such holder becomes a holder hereunder, (x) after the occurrence of any eventrequiring a change in the most recent form or certification previously delivered by it pursuant to this clause (ii) and (y) from time to time ifrequested by the Company, provide the Company with two completed originals of Form W-9 (certifying that the holder is entitled to anexemption from U.S. backup withholding tax) or any successor form.

(iii) If a payment made to a holder under this Indenture would be subject to U.S. withholding tax imposed by FATCA if such holder wereto fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code,as applicable), such holder shall deliver to the Company, the Trustee and the Paying Agent, at the time or times prescribed by law and at suchtime or times reasonably requested by the Company, the Trustee or the Paying Agent, such documentation and information prescribed byapplicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation and informationreasonably requested by the Company, the Trustee or the Paying Agent as may be necessary for the Company, the Trustee or the Paying Agent,as applicable, to comply with their respective obligations under FATCA, to determine that such holder has or has not complied with itsobligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. For purposes of thisSection 12.01(c), FATCA shall include any amendments made to FATCA after the Issue Date.

ARTICLE XIIIMISCELLANEOUS

SECTION 13.01. Notices . Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed asfollows:

if to the Company:


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if to the Trustee or the Collateral Agent:

Wilmington Savings Fund Society, FSB500 Delaware AvenueWilmington, Delaware 19801Attention: Corporate Trust AdministrationEmail: [email protected]@wsfsbank.com

if to the Insurer:

MBIA Insurance CorporationOne Manhattanville RoadSuite 301Purchase, New York 10577

The Company or the Trustee or the Collateral Agent by notice to the other may designate additional or different addresses for subsequent notices orcommunications.

Any notice or communication mailed (or, in the case of Global Securities, sent to the Depositary pursuant to Applicable Procedures) to a Holder shallbe sent to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so sent within the timeprescribed.

Failure to mail or otherwise send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to otherHolders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it.

The Trustee and Collateral Agent agree to accept and act upon instructions or directions pursuant to this Indenture and any other Note Document sentby unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided , however , upon a request from the Trustee orCollateral Agent, as applicable (which the Trustee or the Collateral Agent shall have no obligation to make), that the party providing such writteninstructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee andCollateral Agent, as applicable, in a timely manner, and such originally executed instructions or directions shall be signed by an authorized representative ofthe party providing such instructions or directions.

SECTION 13.02. Certificate as to Conditions Precedent . Upon any request or application by the Company to the Trustee or the Collateral Agent totake or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee or the Collateral Agent an Officer’s Certificate in formand substance reasonably satisfactory to the Trustee or the Collateral Agent stating that, in the opinion of the signers, all conditions precedent, if any,provided for in this Indenture relating to the proposed action have been complied with.

SECTION 13.03. Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a covenant or conditionprovided for in this Indenture shall include:

(a) a statement that the individual making such certificate or opinion has read such covenant or condition;

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(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in suchcertificate or opinion are based;

(c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express aninformed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

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

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, orrepresentations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representationswith respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counselmay be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating thatthe information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable careshould know, that the certificate or opinion or representations with respect to such matters are erroneous.

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

SECTION 13.04. Rules by Trustee, Paying Agent and Registrar . The Trustee may make reasonable rules for action by or a meeting of Holders. TheRegistrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.05. Legal Holidays . If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a LegalHoliday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 13.06. Governing Law; Waiver of Jury Trial.

(a) This Indenture and any claim, controversy or dispute related to or in connection with this Indenture, any Note Document or any of thetransactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of the rights and duties of theparties hereto shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation, Section 5-1401 et seqof the New York General Obligations Law but otherwise without regard to principles of conflicts of laws).

(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL ORSTATE COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR INCONNECTION WITH THIS INDENTURE OR ANY OF THE TRANSACTIONS CONTEMPLATED

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HEREBY AND CONSENTS TO THE PLACING OF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THEEXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OFMOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLYSUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENTFORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT ANY NOTE DOCUMENT OR INSTRUMENTREFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACHPARTY HERETO AGREES NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURTBY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCHJUDGMENT. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BYJURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THISINDENTURE.

(c) Each party to this Indenture irrevocably consents to service of process in the manner provided for notices in Section 13.01. Nothing in thisIndenture will affect the right of any party to this Indenture to serve process in any other manner permitted by law.

SECTION 13.07. No Recourse Against Others . A director, officer, employee, member or stockholder, as such, of the Company shall not have anyliability for any obligations of the Company under or in respect of the Securities or this Indenture, this Indenture or other Note Document, as applicable. Byaccepting a Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of theSecurities.

SECTION 13.08. Successors . All agreements of the Company in this Indenture and the Securities shall bind their respective successors. Allagreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.09. Counterparts . This Indenture may be executed in counterparts (and by different parties hereto on different counterparts), each ofwhich shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signaturepage of this Indenture by facsimile or other means of electronic transmission shall be effective as delivery of a manually executed counterpart of thisIndenture.

SECTION 13.10. Table of Contents; Headings . The table of contents, cross-reference sheet and headings of the Articles and Sections of thisIndenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of theterms or provisions hereof.

SECTION 13.11. U.S.A. Patriot Act . The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee andLoan Administrator, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify andrecord information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee and Loan Administrator.The parties to this Indenture agree that they will provide the Trustee and Loan Administrator with such information as it may request in order for theTrustee and Loan Administrator to satisfy the requirements of the U.S.A. Patriot Act.

SECTION 13.12. Tax Characterization . Each party to this Indenture and the Loan Administrator (a) acknowledges and agrees that it is the intent ofthe parties to this Indenture that for all purposes,

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including federal, state and local income, single business and franchise tax purposes, the Securities will be treated as evidence of indebtedness of theCompany and the Company will not be characterized as an association or publicly traded partnership that is taxable as a corporation, (b) agrees to treat theSecurities for federal, state and local income and franchise tax purposes as indebtedness and (c) agrees that the provisions of all Note Documents shall beconstrued to further these intentions of the parties.

SECTION 13.13. Multiple Roles . The parties hereto expressly acknowledge and consent to Wilmington Savings Fund Society, FSB, acting in themultiple roles of Trustee, Collateral Agent and Loan Administrator. Wilmington Savings Fund Society, FSB may, in such capacities, discharge its separatefunctions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent thatany such conflict or breach arises from the performance by Wilmington Savings Fund Society, FSB of express duties set forth in this Indenture or the otherNote Documents in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in thecase of negligence (other than errors in judgment), bad faith or willful misconduct by Wilmington Savings Fund Society, FSB.

SECTION 13.14. Confidentiality . Each of the Trustee, the Collateral Agent, and to the extent it accesses Confidential Information through theDatasite, each Holder and each beneficial owner of an interest in a Global Security agrees to maintain the confidentiality of the Confidential Information(defined below), except that Confidential Information may be disclosed (a) to its Related Parties (it being understood that the Persons to whom suchdisclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Information confidential inaccordance with customary practices); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person orits Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required byapplicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedieshereunder or under any other Note Document or any action or proceeding relating to this Indenture or any other Note Document or the enforcement of rightshereunder or thereunder; (f) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section 13.14 (oras may otherwise be reasonably acceptable to the Company), to (x) any assignee of or participant in, or any prospective assignee of or participant in, any ofits rights and obligations under this Indenture, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transactionunder which payments are to be made by reference to the Company and its obligations, this Indenture or payments hereunder; (g) with the consent of theCompany; or (h) to the extent that such Confidential Information (x) becomes publicly available other than as a result of a breach of this Section 13.14, or(y) becomes available to the Trustee, the Collateral Agent or any of their Affiliates on a nonconfidential basis from a source other than the Company, whichsource is not known by the Trustee, the Collateral Agent or such Affiliate to be bound by a confidentiality obligation to the Company or its Affiliate. Forpurposes of this Section 13.14, “Confidential Information” means all information received from the Company or any of its Affiliates (including, foravoidance of doubt and without limitation, information prepared by others and forwarded by or on behalf of the Company) relating to the Collateral or theCompany or any of its Affiliates or any of their respective businesses, other than any such information that is available to the Trustee or the Collateral Agenton a nonconfidential basis prior to disclosure by the Company or any of its Affiliates or that is made public by the Company or any of its Affiliates.

ARTICLE XIVSUBORDINATION

SECTION 14.01. Subordination of Subordinated Obligations and Liens .

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(a) The Company, for itself and its successors and assigns, covenants and agrees, and the Trustee, for itself and its successors and assigns,likewise covenants and agrees, that the Subordinated Obligations, and the payment from whatever source (including, but not limited to, the InsurancePolicy) of the principal of, and interest (including PIK Interest, if any) on, the Securities, are hereby expressly made subordinate and subject in right ofpayment to the prior payment in full in cash of all Senior Obligations in accordance with the Intercreditor Agreement. The Company and Trustee, and eachof their successors and assigns, further covenants and agrees that any Liens granted under the Security Documents are hereby made expressly subordinate tothe Liens granted under the Senior Facility and shall be subject to the terms of the Intercreditor Agreement.

(b) The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder ofSenior Obligations (or a trustee or agent on behalf of such holder) to establish that notice has been given by a holder of Senior Obligations (or a trustee oragent on behalf of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of anyperson as a holder of Senior Obligations to participate in any payment or distribution pursuant to this Section 14.01, the Trustee may request such person tofurnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Obligations held by such person, as to the extent to which suchperson is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such person under this Section 14.01, and ifsuch evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receivesuch payment.

(c) Upon any payment or distribution of assets of the Company referred to in this Section 14.01, the Trustee and the Holders of the Securitiesshall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any dissolution, winding up, liquidation orreorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefitof creditors, liquidating trustee or agent or other person making any payment or distribution, delivered to the Trustee or to the Holders of the Securities, forthe purpose of ascertaining the persons entitled to participate in a payment or distribution under this Section 14.01, the holders of the Senior Obligations andother indebtedness of the Company, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto.

(d) Each Holder of Securities, by his or her acceptance thereof, authorizes and directs the Trustee in his or her behalf to take such action as maybe necessary or appropriate to effectuate the subordination provided in this Section 14.01 and appoints the Trustee his or her attorney-in-fact for any and allsuch purposes.

(e) Notwithstanding the provisions of this Section 14.01 or any other provisions of this Indenture, the Trustee shall not be charged withknowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee, or the taking of any other actionby the Trustee, unless and until Trustee shall have received at the Corporate Trust Office written notice thereof from the Company, any Holder of theSecurities, any paying agent of the Company or the holder or representative of any class of Senior Obligations.

(f) The Trustee shall be entitled to all the rights set forth in this Section 14.01 with respect to any Senior Obligations at the time held by it, tothe same extent as any other holder of Senior Obligations, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.Notwithstanding anything in this Indenture or in the Securities of any series, nothing in this Section 14.01 shall apply to or limit claims of or payment to theTrustee under or pursuant to Article VII.

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(g) With respect to holders of Senior Obligations, the Trustee undertakes to perform or to observe only such of its covenants and obligations asare specifically set forth in this Section 14.01, and no implied covenants or obligations with respect to the holders of Senior Obligations shall be read intothis Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Obligations. No recourse may betaken with respect to the obligations of the Company or the Trustee against the Trustee in its individual capacity.

SECTION 14.02. Benefits of Indenture . The Insurer and its successors and assigns shall be a third-party beneficiary to the provisions of thisIndenture which expressly provide rights to the Insurer, and shall be entitled to rely upon and directly to enforce such provisions of this Indenture so long asno Insurer Default shall have occurred and be continuing.

SECTION 14.03. Company’s Purchase of the Securities . SECTION 14.04. Notwithstanding anything to the contrary in the Original Indenture, on theEffective Date, the Company shall (a) issue the Securities to MBIA Inc., as the Holder of 100% of the Original Securities and (b) authorize and direct theTrustee to cancel the Original Securities pursuant to the Original Indenture.

SECTION 14.05. Effectiveness . This Agreement shall be effective immediately after the redemption of the Original Senior Securities and thetermination of the related indenture and simultaneous with the issuance of the New Senior Securities and entry into the related indenture.

[SIGNATURE PAGES FOLLOW]

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MZ FUNDING LLC, as the Company

By: /s/ Jonathan Harris Name: Jonathan Harris Title: Secretary

[SIGNATURE PAGE TO THE INDENTURE (SUBORDINATED)]

WILMINGTON SAVINGS FUND SOCIETY, FSB,as Trustee and as Collateral Agent



The undersigned hereby consents to the Company entering into the foregoing Amended and Restated Subordinated Indenture (the “ Subordinated Indenture”), dated as of July 10, 2019, and any related amended and restated Note Documents and directs the Trustee to enter into the Subordinated Indenture. Theundersigned represents, warrants and certifies that as of the date hereof (i) it is a beneficial owner of all of the Original Securities issued under the OriginalIndenture, (ii) it is duly authorized to deliver this consent to the Trustee and the Company and the individual signing on behalf of the undersigned has theauthority and power to execute this consent, (iii) no consent to the undersigned’s execution is necessary that has not been obtained, and (iv) the Trustee andthe Company may conclusively rely upon this consent and all statements and certifications herein.

The undersigned hereby acknowledges and agrees that the notice required pursuant to Section 10.06 of the Subordinated Indenture is deemed to have beenreceived by the undersigned with respect to the Subordinated Indenture and any other Note Documents amended on the date hereof. MBIA INC. , as Holder of 100% of the Original Securities



Appendix A

PROVISIONS RELATING TO SECURITIES

1. Definitions

1.1 Definitions

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“ Definitive Security ” means a certified Security registered in the name of the Holder thereof and issued in accordance with Section 2.3 to AppendixA of this Indenture, in substantially the form of a Global Security hereto, except that such Security shall not bear the Global Security Legend and shall nothave the “Schedule of Exchanges of Interests in the Global Security” attached hereto.

“ Global Security Legend ” means the legend set forth in Section 2.3(e)(3) of this Appendix A, which is required to be placed on all Global Securitiesissued under this Indenture.

“ Institutional Accredited Investor Security ” means a Security issued to an Institutional Accredited Investor in a private transaction.

“ Securities Custodian ” means the custodian with respect to a Global Security (as appointed by the Depositary), or any successor Person thereto andshall initially be the Trustee.

Capitalized terms used and not otherwise defined in this Appendix A shall have the meanings given to them in the Indenture.

1.2 Other Definitions . Term Defined in Section:“ 144A Global Security ” 2.1(a)“ Agent Members ” 2.1(b)“ Global Security ” 2.1(a)“ Rule 144A Security ” 2.1(a)

2. The Securities .

2.1 (a) Form and Dating . The Securities may be issued either in the form of Definitive Securities or, in the case only of Securities whose resale isrestricted to transactions in compliance with Rule 144A (each, a “ Rule 144A Security ”), in the form of one or more permanent global restricted Securitiesin definitive fully registered form (each, a “ Global Security ”). A Global Security shall have the global securities legend set forth in Exhibit 1.1 . and shallbe deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian and registered in the name of the Depositary ora nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The aggregate principal amountof the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or itsnominee as hereinafter provided.

(b) Book-Entry Provisions . This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) , authenticate and deliver initially one or more GlobalSecurities that (1) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary and (2)

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shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Securities Custodian. EachGlobal Security shall have a minimum denomination of $250,000 at issuance thereof.

Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Security heldon their behalf by the Depositary or by the Trustee as the Securities Custodian of the Depositary or under such Global Security, and the Company, theTrustee and any agent of the Company or the Trustee shall be entitled to treat the Depositary as the absolute owner of such Global Security for all purposeswhatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from givingeffect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, theoperation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

(c) Certificated Securities . Except for Rule 144A Securities, which may be issued in the form of Global Securities as provided in Section 2.1(b) , allSecurities shall be issued as Definitive Securities.

2.2 Authentication . The Trustee shall authenticate and deliver, on the Issue Date, an aggregate principal amount of $53,836,742.98 12% SubordinatedSecured Notes due 2022.

2.3 Transfer and Exchange .

(a) Transfer and Exchange of Beneficial Interests in the Global Securities . The transfer and exchange of beneficial interests in the Global Securitiesshall be effected through the Depositary in accordance with the provisions hereof and the Applicable Procedures. Beneficial interests in Global Securitiesshall be subject to restrictions on transfer comparable to those set forth herein and as otherwise required by the Securities Act. Transfers of beneficialinterests in Global Securities shall be in a minimum denomination of $250,000. Transfers of beneficial interests in Global Securities also shall requirecompliance with either clause (1) or (2) below, as applicable, as well as one or more of the other following clauses, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Security . Beneficial interests in any Global Security may be transferred to Persons whotake delivery thereof in the form of a beneficial interest in the same Global Security in accordance with the transfer restrictions set forth in the PrivatePlacement Legend and any Applicable Procedures. Except as may be required by any Applicable Procedures, no written orders or instructions shall berequired to be delivered to the Registrar to effect the transfers described in this Section 2.3(a)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Securities . In connection with all transfers and exchanges of beneficialinterests that are not subject to Section 2.3(a)(1) above, the transferor of any such beneficial interest must deliver to the Registrar either (A)(i) awritten order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing theDepositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to betransferred or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participantaccount to be credited with such increase or (B) if permitted under Section 2.3(b) or 2.3(g) hereof, (i) a written order from a Participant or an IndirectParticipant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Securityin an amount equal to the beneficial interest to be transferred or exchanged and (ii) instructions given by the Depositary to the Registrar containinginformation regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (B)(i)above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in

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the Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant GlobalSecurity(s) pursuant to Section 2.3(g) hereof.

(3) Transfer of Beneficial Interests in a Global Security to Another Global Security . A beneficial interest in any Global Security may betransferred to a Person who takes delivery thereof in the form of a beneficial interest in another Global Security if the transfer complies with therequirements of Section 2.3(a)(2) above and the Registrar receives a certificate in the form of Appendix B hereto, including the certifications in item(1) thereof.

(b) Transfer or Exchange of Beneficial Interests in Global Securities for Definitive Securities .

(1) Subject to Section 2.4 hereof, if any holder of a beneficial interest in a Global Security proposes to exchange such beneficial interest for a

Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Security, then, uponreceipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Global Security proposes to exchange such beneficial interest for a Definitive Security, acertificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth in AppendixB hereto, including the certifications in item (1) thereof;

(C) [Reserved];

(D) if such beneficial interest is being transferred to an Institutional Accredited Investor in a private transaction, a certificate to the effectset forth in Appendix B hereto, including the certifications in item (3) thereof; and

(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth inAppendix B hereto, including the certifications in item (4) thereof,

the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of theapplicable Global Security, and the Company shall execute and the Trustee shall authenticate and deliver a Definitive Security in the appropriateprincipal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and theapplicable Participant or Indirect Participant on behalf of such holder. Any Definitive Security issued in exchange for a beneficial interest in a GlobalSecurity pursuant to this Section 2.3(b) shall be registered in such name or names and in such authorized denomination or denominations as the holderof such beneficial interest shall designate in such instructions. The Trustee shall deliver such Definitive Securities to the Persons in whose names suchSecurities are so registered. Any Definitive Security issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.3(b)(1)shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(c) Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities . If any holder of a Definitive Security that is a QIBproposes to exchange such Security for a beneficial interest in a Global Security or if a holder proposes to transfer such Definitive Security to a QIB

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who takes delivery thereof in the form of a beneficial interest in a Global Security, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such Definitive Security proposes to exchange such Security for a beneficial interest in a Global Security, a certificatefrom such holder in the form of Appendix C hereto, including the certifications in item (1)(b) thereof; or

(B) if such Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in AppendixB hereto, including the certifications in item (1) thereof.

the Trustee shall cancel the Definitive Security, increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregateprincipal amount of the appropriate Global Security.

(d) Transfer and Exchange of Definitive Securities for Definitive Securities . Upon request by a holder of Definitive Securities and such holder’scompliance with the provisions of this Section 2.3(d), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registrationof transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a writteninstruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additionalcertifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d), including:

(A) if the holder of such Definitive Security proposes to exchange such Security for another Definitive Security, a certificate from suchholder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or

(B) if such Definitive Security is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth inAppendix B hereto, including the certifications in item (1) thereof;

(C) [Reserved];

(D) if such Definitive Security is being transferred to an Institutional Accredited Investor in a private transaction, a certificate to theeffect set forth in Appendix B hereto, including the certifications in item (3) thereof; or

(E) if such Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth inAppendix B hereto, including the certifications in item (4) thereof,

Upon satisfaction of the conditions of this Section 2.3(d), the Trustee shall cancel the prior Definitive Security and the Company shall execute, and theTrustee shall authenticate and deliver a Definitive Security in the appropriate principal amount to the Person designated by the holder of such priorDefinitive Security in instructions delivered to the Registrar by such holder.

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(e) Legends . The following legends shall appear on the face of all Global Securities and Definitive Securities issued under the Indenture unlessspecifically stated otherwise in the applicable provisions of the Indenture.

(1) Private Placement Legend .

Each Global Security and each Definitive Security (and all Securities issued in exchange therefor or substitution thereof) shall bear the legendin substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THEFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A “QUALIFIED INSTITUTIONAL BUYER”(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENTDISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITEDINVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3), OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN“INSTITUTIONAL ACCREDITED INVESTOR”); AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOTOFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT INACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITEDSTATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER INCOMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN APRIVATE TRANSACTION. PRIOR TO REGISTRATION OF TRANSFER IN ACCORDANCE WITH (2)(B) ABOVE OR (2)(C) ABOVE,A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUSTBE DELIVERED TO THE TRUSTEE. THE COMPANY ALSO RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCHLEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINETHAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATESECURITIES LAWS.”

“BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE (1) ACQUIRER REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED PURCHASER,” AS THAT TERM IS DEFINED UNDER THEINVESTMENT COMPANY ACT OF 1940, AS AMENDED (A “QUALIFIED PURCHASER”), AND (2) AGREES FOR THE BENEFIT OFTHE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIALINTEREST HEREIN, EXCEPT TO A QUALIFIED PURCHASER.”

“EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVEREPRESENTED, WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN(I) EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3)OF THE UNITED

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STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THEPROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATESINTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSE UNDERLYING ASSETSINCLUDE PLAN ASSETS BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITYWITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (AS MODIFIED BY SECTION 3(42) OF ERISA) (“BENEFIT PLANINVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE,LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISAAND/OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), AND NO PART OF THE ASSETS TO BE USED BY IT TO ACQUIRE ORHOLD SUCH SECURITIES OR ANY INTEREST THEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR ORSUCH GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, OR (B) IF IT IS, OR IS ACTING ON BEHALF OF, AGOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING ANDDISPOSITION OF SUCH SECURITIES (OR INTERESTS THEREIN) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OFANY SUCH SIMILAR LAW, AND (II) IT WILL NOT SELL OR TRANSFER SUCH SECURITIES (OR INTERESTS THEREIN) TO ANACQUIROR ACQUIRING SUCH SECURITIES (OR INTERESTS THEREIN) UNLESS THE ACQUIROR MAKES OR IS DEEMED TOMAKE THE FOREGOING REPRESENTATIONS, WARRANTIES AND AGREEMENTS DESCRIBED IN CLAUSE (I) HEREOF. ANYPURPORTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPHSHALL BE NULL AND VOID AB INITIO.”

(2) [Reserved. ]

(3) Global Security Legend . Each Global Security shall also bear a legend in substantially the following form:

“THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY)OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TOANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON ASMAY BE REQUIRED PURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BEEXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (III) THISGLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THEINDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIORWRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITYMAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY ANOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THEDEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A

A-6

NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THECOMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BEREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN.”

(f) Cancellation and/or Adjustment of Global Securities . At such time as all beneficial interests in a particular Global Security have been exchangedfor Definitive Securities or a particular Global Security has been redeemed, repurchased or cancelled in whole and not in part, each such Global Securityshall be returned to or retained and cancelled by the Trustee in accordance with Section 2.10 of the Indenture. At any time prior to such cancellation, if anybeneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest inanother Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordinglyand an endorsement shall be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; andif the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another GlobalSecurity, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by theDepositary at the direction of the Trustee to reflect such increase.

(g) General Provisions Relating to Transfers and Exchanges .

(1) No service charge shall be made to a Holder of a beneficial interest in a Global Security or to a Holder of a Definitive Security for anyregistration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similargovernmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange ortransfer pursuant to Sections 2.06 and 2.09 of the Indenture).

(2) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or DefinitiveSecurities shall be the valid obligations of the Company, evidencing the same Indebtedness, as the Global Securities or Definitive Securitiessurrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of the Indenture equally and proportionately withall other Securities duly issued hereunder.

(3) Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Securities during a periodbeginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.02 of the Indenture andending at the close of business on the date of selection, (B) to register the transfer of or to exchange any Security so selected for redemption in wholeor in part, except the unredeemed portion of any Security being redeemed in part or (C) to register the transfer of or to exchange a Security between arecord date (including a regular record date) and the next succeeding interest payment date.

A-7

(4) Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Company may deem and treat thePerson in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of andinterest on such Security and for all other purposes, in each case regardless of any notice to the contrary.

(5) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section to effect aregistration of transfer or exchange may be submitted by facsimile.

(6) The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by theCompany and to act in accordance with such letter. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliancewith any restrictions on transfer imposed under the Indenture under applicable law with respect to any transfer of any interest in any Security(including any transfer between or among Participants or other beneficial owners of interests in any Global Security) other than to require delivery ofsuch certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, theIndenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(h) Transfer of Global Securities as a Whole . Notwithstanding any other provisions of this Appendix A (other than the provisions set forth inSection 2.4 hereof), a Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of theDepositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee ofsuch successor Depositary.

(i) Proxies Granted With Respect to Global Securities . The registered Holder of a Global Security shall be entitled to grant proxies and otherwiseauthorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitledto take under this Indenture or the Securities.

(j) No Obligation of the Trustee .

(1) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in theDepositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, withrespect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (otherthan the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. Allnotices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to orupon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficialowners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. TheTrustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants andany beneficial owners.

(2) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposedunder this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or amongDepositary participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and otherdocumentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examinethe same to determine substantial compliance as to form with the express requirements hereof.

A-8

2.4 Definitive Securities .

(a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian for the Depositary pursuant to Section 2.1 hereof shallbe transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of suchGlobal Security, in exchange for such Global Security, if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary forsuch Global Security and the Depositary fails to appoint a successor Depositary or if at any time such Depositary ceases to be a “clearing agency” registeredunder the Exchange Act, in either case, and a successor Depositary is not appointed by the Company within 90 days of such notice; provided that suchexchange shall comply with the provisions of Section 2.3.

(b) Any Global Security that is transferable to the beneficial owners thereof pursuant to Section 2.4(a) shall be surrendered by the Depositary to theTrustee located at its principal Corporate Trust Office in the Borough of Manhattan, The City of New York, to be so transferred, in whole, without charge,and the Trustee shall authenticate and deliver, upon such transfer of an equal aggregate principal amount of certificated Securities of authorizeddenominations of $2,000 and integral multiples of $1,000 in excess thereof.

(c) A Definitive Security shall be in authorized denominations of $2,000 and integral multiples of $1,000, unless (i) such Definitive Security is issuedupon exchange or transfer of another Definitive Security and the Definitive Security so issued is equal in principal amount to the Definitive Security soexchange or transferred, (ii) the Definitive Security is issued to a beneficial holder pursuant to this Section 2.4 and the entire principal amount beneficiallyowned by the holder is exchanged for such Definitive Security, or (iii) the principal amount of a Definitive Security is increased, or additional Securities areissued at the election of the Company to pay interest as provided in Section 2.11 of the Indenture.

(d) In the event of the occurrence of the event specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee areasonable supply of certificates in definitive, fully registered form without interest coupons.

A-9

EXHIBIT 1.1to

APPENDIX A

[FORM OF FACE OF RULE 144A SECURITY]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDMAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWINGSENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDERTHE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLESECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (C) TO AN INSTITUTIONALINVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDERTHE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TOTHE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(B) ABOVE OR (2)(C) ABOVE, A DULY COMPLETED AND SIGNEDCERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. THECOMPANY ALSO RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHEREVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE INCOMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.


EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN (I) EITHER (A) IT IS NOT, AND ISNOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OFSUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH ANEMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (ASMODIFIED BY SECTION 3(42) OF ERISA) (“BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLANWHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTIONPROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE

Appendix A-10

(“SIMILAR LAW”), AND NO PART OF THE ASSETS TO BE USED BY IT TO ACQUIRE OR HOLD SUCH SECURITIES OR ANY INTERESTTHEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCH GOVERNMENTAL, CHURCH, NON-U.S. OR OTHERPLAN, OR (B) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILARLAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITIES (OR INTERESTS THEREIN) WILL NOT CONSTITUTE ORRESULT IN A VIOLATION OF ANY SUCH SIMILAR LAW, AND (II) IT WILL NOT SELL OR TRANSFER SUCH SECURITIES (OR INTERESTSTHEREIN) TO AN ACQUIROR ACQUIRING SUCH SECURITIES (OR INTERESTS THEREIN) UNLESS THE ACQUIROR MAKES OR ISDEEMED TO MAKE THE FOREGOING REPRESENTATIONS, WARRANTIES AND AGREEMENTS DESCRIBED IN CLAUSE (I) HEREOF. ANYPURPORTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BENULL AND VOID AB INITIO .

[THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITSNOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSONUNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIREDPURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUTNOT IN PART PURSUANT TO SECTION 2.4 OF APPENDIX A TO THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TOTHE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BETRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEETO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS SECURITY IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TOTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BYAN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ORTO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 1 1 [To be affixed to Global Securities]

Appendix A-11

No. $

CUSIP NO. ISIN NO.

MZ FUNDING LLC

Amended and Restated


MZ Funding LLC, a Delaware limited liability company (herein called the “ Company ”, which term includes any Successor Company under theIndenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of UNITED STATES DOLLARS ($ ), subject to adjustments listed on the Schedule of Increases or Decreases inGlobal Security attached hereto, on January 20, 2022.


Interest Payment Dates: March 31, June 30, September 30 and December 31




Appendix A-12


Dated:

MZ FUNDING LLC

By: Name: Title:


This is one of the 12% Subordinated Secured Notes due 2022 described in the within-mentioned Indenture. Wilmington Savings Fund Society, FSBas Trustee


Dated:

Appendix A-13

[FORM OF REVERSE SIDE OF RULE 144A SECURITY]

MZ FUNDING LLC



Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST . MZ Funding LLC (the “Company”) promises to pay interest on the principal amount of this Security at 12% per annum. The Companyshall pay interest quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing September 30, 2019. Intereston the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from July 10, 2019. Interestshall be calculated on the basis of a year of 360 days. The Company shall pay interest on overdue principal, interest and other overdue amounts at arate per annum equal to the rate which is 5.00% in excess of the rate which would have been payable if such overdue amount had, during the period ofnon-payment, constituted an outstanding amount of the Securities. Such interest shall be payable in accordance with Section 2.11 of the Indenture.

2. METHOD OF PAYMENT . The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders ofSecurities at the close of business on the March 26, June 25, September 25 and December 26 next preceding the interest payment date even if suchSecurities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collectprincipal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender forpayment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium andinterest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make allpayments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holderthereof; provided , however , that payments on a certificated Security shall be made by wire transfer to a U.S. dollar account maintained by the payeewith a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to sucheffect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee mayaccept in its discretion). Notwithstanding the foregoing and subject to and as provided in Section 2.11 of the Indenture are insufficient to pay intereston the Securities in cash, the Company may elect to pay any such shortfall by increasing the principal amount of this Security or issuing newSecurities in accordance with Section 2.02 of the Indenture. The Company must elect the form of interest payment by delivering a notice to theTrustee on or before the third Business Day prior to the Interest Payment Date, a copy of which shall promptly be forwarded by the Trustee to theHolders. On any Interest Payment Date with respect to which the Company has elected to pay interest by increasing the principal amount of thisSecurity, the principal amount of this Security shall be so increased.

3. PAYING AGENT AND REGISTRAR . Initially, Wilmington Savings Fund Society, FSB, a national banking association duly organized and existingunder the laws of the United States of America (the “Trustee”), shall act as Paying Agent and Registrar. The Company may appoint and change anyPaying Agent, Registrar or co-registrar without notice. The Company or any of its Affiliates incorporated or organized within The United States ofAmerica may act as Paying Agent, Registrar or co-registrar.

Appendix A-14

4. INDENTURE AND SUBORDINATION . The Company issued the Securities under an Indenture dated as of July 10, 2019 (the “Indenture”), amongthe Company, the Trustee and the Collateral Agent. This Security is one of a duly authorized issue of notes of the Company designated as its 12%Subordinated Secured Notes due 2022, initially issued in the aggregate principal amount of $53,836,742.98. The Securities are subordinated as setforth in the Indenture and the Intercreditor Agreement to all obligations in respect of the Senior Obligations (including all interest accrued or accruingon the Senior Obligations after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate(including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for theinterest is allowed as a claim in the case or proceeding with respect to the Senior Obligations). The terms of the Securities include those stated in theIndenture, and Holders are referred to the Indenture for a statement of those terms (which for greater certainty includes the right of exchange of theSecurities provided in Appendix A to the Indenture, which is an express term of this Security). To the extent any provision of this Security conflictswith the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


6. PREPAYMENT . The Securities are subject to prepayment as described in Section 3.08 of the Indenture

7. DENOMINATIONS; TRANSFER; EXCHANGE . The Securities are in registered form without coupons in denominations of a minimum principalamount of $2,000 and integral multiples of $1,000 in excess thereof, except that the Securities may be in other denominations to the extent that theprincipal amount of a Security is increased at the election of the Company to pay interest as provided in Section 3.08 of the Indenture; and providedthat any transfer of a beneficial interest in the Security evidenced by this certificate shall be in a minimum denomination of $250,000. A Holder maytransfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriateendorsements or transfer documents and the Company will require a Holder to pay any taxes and fees required by law or by the Indenture. TheRegistrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part,the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 daysbefore an interest payment date. A Security may be transferred only to the Depositary or to another Person if both (i) such Person is a QualifiedPurchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer in compliance with Rule 144A or (y) to an Institutional Accredited Investor ina private transaction. Transfer may otherwise be restricted as provided in the Indenture.



10. [RESERVED] .

Appendix A-15











MZ Funding LLCc/o MBIA Inc.

Appendix A-16

One Manhattanville RoadSuite 301Purchase, New York 10577Attention: Anthony Reynolds

Appendix A-17

ASSIGNMENT FORM






and irrevocably appoint as agent to transfer this Security on the books of the Company. The agentmay substitute another to act for him. Dated: Your Signature:

(Sign exactly as your name appears on theother side of this Security.)

Signature Guarantee:



Appendix A-18

[TO BE ATTACHED TO GLOBAL SECURITIES]



Date of Exchange

Amount ofdecrease in


Security

Amount ofincrease in


Security


Securityfollowing such

decrease orincrease)

Signature ofauthorized officer

of Trustee orSecuritiesCustodian

Appendix A-19

EXHIBIT 1.2to

APPENDIX A

[FORM OF INSTITUTIONAL ACCREDITED INVESTOR SECURITY]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDMAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWINGSENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING IS AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR AS DEFINED INRULE 501(A)(1), (2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”); AND(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLESECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (D) TO AN INSTITUTIONALACCREDITED INVESTOR IN A PRIVATE TRANSACTION. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(B) ABOVE OR (2)(C) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THETRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. THE COMPANY ALSO RESERVES THE RIGHT TO REQUIRE THE DELIVERY OFSUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINETHAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIESLAWS.


EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN (I) EITHER (A) IT IS NOT, AND ISNOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OFSUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH ANEMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (ASMODIFIED BY SECTION 3(42) OF ERISA) (“BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLANWHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTIONPROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), AND NO PART OF THE ASSETS TO BEUSED BY IT TO ACQUIRE OR HOLD

Appendix A-20

SUCH SECURITIES OR ANY INTEREST THEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCHGOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, OR (B) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL, CHURCH,NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITIES (ORINTERESTS THEREIN) WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY SUCH SIMILAR LAW, AND (II) IT WILL NOT SELLOR TRANSFER SUCH SECURITIES (OR INTERESTS THEREIN) TO AN ACQUIROR ACQUIRING SUCH SECURITIES (OR INTERESTSTHEREIN) UNLESS THE ACQUIROR MAKES OR IS DEEMED TO MAKE THE FOREGOING REPRESENTATIONS, WARRANTIES ANDAGREEMENTS DESCRIBED IN CLAUSE (I) HEREOF. ANY PURPORTED TRANSFER OF THE SECURITIES IN VIOLATION OF THEREQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

Appendix A-21

No. $

CUSIP NO.

ISIN NO.

MZ FUNDING LLC



MZ Funding LLC, a Delaware limited liability company (herein called the “ Company ”, which term includes any Successor Company under theIndenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of UNITED STATES DOLLARS ($ ) on January 20, 2022.






Appendix A-22


Dated:

MZ FUNDING LLC

By: Name: Title:


This is one of the 12% Subordinated Secured Notes due 2022 described in the within-mentioned Indenture.

Wilmington Savings Fund Society, FSB,as Trustee


Dated:

Appendix A-23

[FORM OF REVERSE SIDE OF INSTITUTIONAL ACCREDITED INVESTOR SECURITY]

MZ FUNDING LLC





2. METHOD OF PAYMENT . The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders ofSecurities at the close of business on the March 26, June 25, September 25 and December 26 next preceding the interest payment date even if suchSecurities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collectprincipal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender forpayment of public and private debts. The Company shall make all payments in respect of this Security (including principal, premium and interest) bymailing a check to the registered address of each Holder thereof; provided , however , that payments on this Security shall be made by wire transfer toa U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written noticeto the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date forpayment (or such other date as the Trustee may accept in its discretion). Notwithstanding the foregoing and subject to and as provided in Section 2.11of the Indenture, the Company may elect to pay all or a portion of interest by increasing the principal amount of this Security or issuing newSecurities in accordance with Section 2.02 of the Indenture. The Company must elect the form of interest payment by delivering a notice to theTrustee at least 3 Business Days prior to the Interest Payment Date, a copy of which shall be posted to MBIA Inc.’s website or in MBIA Inc.’speriodic SEC Reports. On any Interest Payment Date with respect to which the Company has elected to pay interest by increasing the principalamount of this Security, the principal amount of this Security shall be so increased.


4. INDENTURE AND SUBORDINATION . The Company issued the Securities under an Indenture dated as of July 10, 2019 (the “Indenture”), amongthe Company, the Trustee and the Collateral

Appendix A-24

Agent. This Security is one of a duly authorized issue of notes of the Company designated as its 12% Subordinated Secured Notes due 2022, initiallyissued in the aggregate principal amount of $53,836,742.98. The Securities are subordinated as set forth in the Indenture and the IntercreditorAgreement to all obligations in respect of the Senior Obligations (including all interest accrued or accruing on the Senior Obligations after thecommencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, anycontract rate applicable upon default) specified in the relevant documentation, whether or not the claim for the interest is allowed as a claim in thecase or proceeding with respect to the Senior Obligations). The terms of the Securities include those stated in the Indenture, and Holders are referredto the Indenture for a statement of those terms (which for greater certainty includes the right of exchange of the Securities provided in Appendix A tothe Indenture, which is an express term of this Security). To the extent any provision of this Security conflicts with the express provisions of theIndenture, the provisions of the Indenture shall govern and be controlling.



7. DENOMINATIONS; TRANSFER; EXCHANGE . The Securities are in registered form without coupons in denominations of a minimum principalamount of $2,000 and integral multiples of $1,000 in excess thereof, except that the Securities may be in other denominations to the extent that theprincipal amount of a Security is increased, or additional Securities are issued, at the election of the Company to pay interest as provided inSection 3.08 of the Indenture, and provided that if this is a Global Security, any transfer of a beneficial interest in the Security evidenced by thiscertificate shall be in a minimum denomination of $250,000. A Holder may transfer or exchange Securities in accordance with the Indenture. TheRegistrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and the Company will require aHolder to pay any taxes and fees required by law or by the Indenture. The Registrar need not register the transfer of or exchange any Securitiesselected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for aperiod of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. A Security may be transferred only to theDepositary or to another Person if both (i) such Person is a Qualified Purchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer incompliance with Rule 144A or (y) to an Institutional Accredited Investor in a private transaction. Transfer may otherwise be restricted as provided inthe Indenture.



10. [RESERVED .]


Appendix A-25










MZ Funding LLCc/o MBIA Inc.One Manhattanville RoadSuite 301

Appendix A-26

Purchase, New York 10577Attention: Anthony Reynolds

Appendix A-27

ASSIGNMENT FORM






and irrevocably appoint as agent to transfer this Security on the books of the Company. The agentmay substitute another to act for him. Dated: Your Signature:


SignatureGuarantee:



Appendix A-28

APPENDIX B

FORM OF CERTIFICATE OF TRANSFER


Re: 12% Subordinated Secured Notes due 2022

Reference is hereby made to the Amended and Restated Subordinated Indenture, dated as of July 10, 2019 (the “ Indenture ”), among MZ Funding LLC, asissuer (the “ Company ”), and Wilmington Savings Fund Society, FSB, as Trustee and as Collateral Agent. Capitalized terms used but not defined hereinshall have the meanings given to them in the Indenture.

, (the “ Transferor ”) owns and proposes to transfer the Security[ies] or interest in such Security[ies] specified inAnnex A hereto, in the principal amount of $ in such Security[ies] or interests (the “ Transfer ”), to (the “Transferee ”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[ CHECK ALL THAT APPLY ]

1. ☐ Check if Transferee will take delivery of a beneficial interest in a Global Security or of a Definitive Security Pursuant to Rule 144A. TheTransfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”),and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Security is being transferred to a Person that the Transferorreasonably believed and believes is purchasing the beneficial interest or Definitive Security for its own account, or for one or more accounts with respect towhich such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning ofRule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of anystate of the United States. In addition, the Transferor hereby certifies that the beneficial interest or the Definitive Security is being transferred to a Personthat the Transferor reasonably believed and believes is purchasing the beneficial interest or the Definitive Security for its own account or for one or moreaccounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “Qualified Purchaser” withinthe meaning of the Investment Company Act of 1940, as amended. Upon consummation of the proposed Transfer in accordance with the terms of theIndenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legendprinted on the Global Security and/or the Definitive Security and in the Indenture and the Securities Act.

2. [Reserved]

3. ☐ Check and complete if Transferee is an Institutional Accredited Investor that will take delivery of a Definitive Security in a Private Placement.The Transfer is being effected pursuant to a private placement exemption under the Securities Act, and, accordingly, the Transferor hereby further certifiesthat the Definitive Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing Definitive Security for its ownaccount, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is aninstitutional investor that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7)

B-1

of Regulation D in a private transaction and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Inaddition, the Transferor hereby certifies that the Definitive Security is being transferred to a Person that the Transferor reasonably believed and believes ispurchasing the Definitive Security for its own account or for one or more accounts with respect to which such Person exercises sole investment discretion,and such Person and each such account is a “Qualified Purchaser” within the meaning of the Investment Company Act of 1940, as amended. Uponconsummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Definitive Security will be subject to the restrictionson transfer enumerated in the Private Placement Legend printed on the Definitive Security and in the Indenture and the Securities Act.

4. ☐ The Transfer is being effected to the Company or any of its Subsidiaries.


[Insert Name of Transferor]

By: Name: Title:

Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:


(a) ☐ a beneficial interest in a: Global Security (CUSIP ), or


2. After the Transfer the Transferee will hold:


(a) ☐ a beneficial interest in a: Global Security (CUSIP ), or


in accordance with the terms of the Indenture.

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APPENDIX C

FORM OF CERTIFICATE OF EXCHANGE


Re: 12% Subordinated Secured Notes due 2022

Reference is hereby made to the Amended and Restated Subordinated Indenture, dated as of July 10, 2019 (the “ Indenture ”), among MZ Funding LLC, asissuer (the “ Company ”), and Wilmington Savings Fund Society, FSB, as Trustee and as Collateral Agent. Capitalized terms used but not defined hereinshall have the meanings given to them in the Indenture.

, (the “ Owner ”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, inthe principal amount of $ in such Security[ies] or interests (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifiesthat:

1. (a) ☐ Check if Exchange is from beneficial interest in a Global Security to Definitive Security . In connection with the Exchange of theOwner’s beneficial interest in a Global Security for a Definitive Security with an equal principal amount, the Owner hereby certifies that the DefinitiveSecurity is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms ofthe Indenture, the Definitive Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printedon the Definitive Security and in the Indenture and the Securities Act.

(b) ☐ Check if Exchange is from Definitive Security to beneficial interest in a Global Security . In connection with the Exchange of theOwner’s Definitive Security for a beneficial interest in a Global Security with an equal principal amount, the Owner hereby certifies (i) the Owner is a“qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (ii) the beneficial interest is being acquired for the Owner’s ownaccount without transfer and (iii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Definitive Security andpursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Uponconsummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions ontransfer enumerated in the Private Placement Legend printed on the Global Security and in the Indenture and the Securities Act.

(c) ☐ Check if Exchange is from Definitive Security to Definitive Security . In connection with the Owner’s Exchange of a Definitive Securityfor a Definitive Security, the Owner hereby certifies (i) the Definitive Security is being acquired for the Owner’s own account without transfer, (ii) suchExchange has been effected in compliance with the transfer restrictions applicable to Definitive Security and pursuant to and in accordance with theSecurities Act, and (iii) the Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any state of the UnitedStates.

2. The Owner is a “Qualified Purchaser,” as that term is defined under the Investment Company Act of 1940, as amended.


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[Insert Name of Owner]

By: Name: Title:

Dated:

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APPENDIX D

F-1

FORM OF INTEREST AND PRINCIPAL PAYMENT CERTIFICATION



Reference is made to (a) the [Subordinated] Indenture, dated as of [●], 2019 [(the “ Senior Indenture ”)]/[(the “ Subordinated Indenture ”)], withrespect to the 12% [Senior Notes]/[Subordinated Notes] due 2022 (the [“ Senior Notes ”]/[“ Subordinated Notes ”]) of MZ Funding LLC and (b) theAmended and Restated Credit Agreement, dated as of [●], 2019 (the “ Credit Agreement ”), between MBIA Insurance Corporation (“ MBIA Corp. ”) andMZ Funding LLC (the “ Company ”). Capitalized terms used in this Certification but not otherwise defined herein have the meanings assigned to them inthe [Senior Indenture]/[Subordinated Indenture] or the Credit Agreement, as applicable.

MBIA Corp. certifies to the Company, and MBIA Corp. and the Company certify to the Trustee and the Note Holders, as follows with respect to thepayment of interest and principal amount of Loans and the [Senior Notes]/[Subordinated Notes] on the Interest Payment Date referenced below: Interest Payment Date: , 20 Interest Period: 3 From , 20 to , 20

CERTIFICATION OF AMOUNTSFunds Availablefor Debt Serviceat 11:00 a.m. onthe 3rd BusinessDay precedingsuch InterestPayment Date:

Collection Account: Beginning Amount in Collection Account: 4 $ (A) Funds collected from Zohar I: (B) Funds collected from Zohar II: 5 (C) Cash Sweep Amount Received: 6 (D)

Total Funds Available in Collection Account: 7

$

(E)

Other: Additional Amount to be paid by MBIA Corp.: 8 $ (F)

2 [There will be separate certifications for the Senior Notes and the Subordinated Notes.]/[The following to be included in Subordinated Notes

certification: “Amounts shown are amounts available to pay debt service on the Subordinated Notes; therefore, notwithstanding anything to the contraryherein, with respect to the Subordinated Notes, all line items other than (H), (J), (K) and (N) will be $0 until the Senior Note Collection Date.”]

3 See definition in Credit Agreement.4 At close of preceding Interest Payment Date.5 Exclusive of collections payable to MBIA Corp., as provided in (S). See § 2.04(c)(ii)(C) of the Credit Agreement.6 See § 2.04(c)(iii) of the Credit Agreement.7 (E) = (A) + (B) + (C) + (D).8 At MBIA Corp.’s option.

EXHIBIT A TO CREDIT AGREEMENT

CERTIFICATION OF AMOUNTS Total Funds Available for Debt Service 9 : $ (G)

Interest Payable: Total Interest Payable on the Interest Payment Date: 10 $ (H) Cash Interest Payment Amount being Paid in Cash on the Interest Payment Date: 11 $ (I) PIK Interest Increase Amount on the Interest Payment Date: 12 $ (J) Outstanding PIK Principal Accrued to Date: $ (K) PIK Principal being Paid in Cash on the Interest Payment Date: 13 $ (L)

Principal AmountPayable:

Amount Available to Pay Principal and Make-Whole Premium on the Interest Payment Date: 14 $ (M) Make-Whole Premium on the Interest Payment Date: 15 % (N) Amount Available to Pay Principal: 16 $ (O) Principal Amount being Paid in Cash on the Interest Payment Date: 17 $ (P) Amount of Make-Whole Premium being Paid in Cash on the Interest Payment Date: 18 $ (Q)

Transfers fromAccounts:

Amount to be transferred from Collection Account to Distribution Account: 19 $ (R) Amount to be transferred from the Collection Account to MBIA Corp.: 20 $ (S)

9 (G) = (E) + (F). With respect to the Subordinated Notes, this will be $0 until the Senior Collection Date.10

Weighted average principal amount (including PIK Principal) of [Senior Notes]/[Subordinated Notes] outstanding during the Interest Period x 12% xnumber of days in Interest Period/360.

11

(I) = (H), but not more than (G).

12

(J) = (H) – (I).

13

(L) = (G) – (I), but not greater than (K).

14

(M) = (G) – (I) – (L).

15

See § 1.01 of the [Senior Indenture]/[Subordinated Indenture] (“Make-Whole Premium”).

16

(O) = (M) ÷ (100% + (N)).

17

Amount of principal being paid in cash on the Interest Payment Date, but not more than (O).

18

(Q) = (P) x (N).

19

(R) = (I) + (L) + (P) + (Q), but not greater than (E).

20

See Footnote 4 and § 2.04(c)(ii)(C) of the Credit Agreement.

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In accordance with the Subordinated Indenture, the Company hereby instructs the Trustee to effect the transfers in (R) and (S) and, on the InterestPayment Date, to pay to the registered holders the interest payments in (I), the principal payments in (P) and the Make-Whole Premium in (Q) to the extentof the funds available therefor in the Distribution Account.

IN WITNESS WHEREOF, MBIA Corp. and MZ Funding LLC have duly executed this Certification for delivery to the Trustee pursuant to theSubordinated Indenture and the Credit Agreement as of the date written below.


By: Name: Title:

MZ FUNDING LLC

By: Name: Title:

Dated: , 20

[Certification Signature Page]

APPENDIX E

FORM OF SECURITY AGREEMENT

F-1

Execution Version

AMENDED AND RESTATED SECURITY AGREEMENT

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated,supplemented or modified from time to time, this “ Agreement ”), made by MZ FUNDING LLC, a Delaware limited liability company (the “ Grantor ”) infavor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent (in such capacity, together with its successors and assigns, the “ SecuredParty ”) for the Secured Creditors.

RECITALS

WHEREAS, the Grantor, the Trustee and the Secured Party are parties to that certain Subordinated Indenture, dated as of January 10, 2017 (asamended by Amendment No. 1 thereto, dated as of June 2, 2017, the “ Original Indenture ”), pursuant to which $53,836,742.98 of the maximum$88,000,000 aggregate principal amount of 14% Subordinated Secured Notes due 2020 (the “ Original Notes ”) of the Grantor have been issued.

WHEREAS, the Grantor, the Trustee and the Secured Party are parties to that certain Amended and Restated Subordinated Indenture, dated asof the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time, the “ Indenture ”; capitalized terms used butnot defined herein shall have the meanings given such terms in the Indenture), pursuant to which the Grantor shall issue $53,836,742.98 aggregate principalamount of 12% Subordinated Secured Notes due 2020 (the “ Amended Notes ”).

WHEREAS, the Grantor and the Secured Party are parties to that certain Security Agreement, dated as of January 10, 2017 (the “ OriginalSecurity Agreement ”), pursuant to which, in order to induce the Holders (as defined in the Original Indenture) to purchase the Original Notes, the Grantorgranted a continuing Lien (as defined in the Original Security Agreement) on the Collateral (as defined in the Original Security Agreement) in order tosecure the Obligations (as defined in the Original Security Agreement).

WHEREAS, the Grantor and the Secured Party desire to amend and restate the Original Security Agreement in order to induce the Holders toaccept the Amended Notes and the Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined).Accordingly, the Grantor hereby agrees as follows:

ARTICLE I SECURITY INTEREST .

SECTION 1.01. Grant of Security . As security for the Obligations (as hereinafter defined), the Grantor hereby delivers, assigns, pledges, setsover and grants to the Secured Party a first priority security interest in, all of its right, title and interest, whether now existing or hereafter arising oracquired, in and to any and all items of its personal property described on Exhibit A hereto which is executed by an authorized person of the Grantor,together with all substitutions and replacements thereof and any products and proceeds thereof including any which are described on a supplement hereto insubstantially the form of Exhibit B hereto (the “ Collateral ”).

SECTION 1.02. Security for Obligations . This Agreement secures the payment of all now existing or hereafter arising obligations of theGrantor to the Secured Creditors, including the Notes Obligations, whether primary or secondary, direct or indirect, absolute or contingent, joint or several,secured or unsecured, due or not, liquidated or unliquidated, arising by operation of law or otherwise, whether for principal, interest, fees, expenses orotherwise (including, without limitation, interest, fees, costs or other payments on the Obligations paid or accrued after the commencement of an Insolvency

Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protectionpursuant to any Insolvency Proceeding), together with all costs of collection or enforcement, including, without limitation, reasonable attorneys’ feesincurred in any collection efforts or in any action or proceeding (all such obligations being the “ Obligations ”).

SECTION 1.03. Grantor Remains Liable . This Agreement shall not affect the Grantor’s liability to perform all of its duties and obligationsunder the transactions giving rise to the Obligations. The exercise by the Secured Party of any of the rights hereunder shall not release the Grantor from anyof its duties or obligations under the transactions giving rise to the Obligations, which shall remain unchanged as if this Agreement had not been executed.The Secured Party shall not have any obligation or liability under the transactions giving rise to the Obligations by reason of this Agreement, nor shall theSecured Party be obligated to perform any of the obligations or duties of the Grantor thereunder or to take any action to collect or enforce any claim forpayment assigned hereunder.

SECTION 1.04. Supplement . From time to time the Grantor may deliver, assign, pledge, set over and grant to the Secured Party for the benefitof the Secured Creditors a first priority security interest in any additional items of personal property by delivering a supplement hereto in substantially theform of Exhibit B hereto describing such items; thereafter, all such items of personal property shall be “Collateral” hereinafter and subject to the terms ofthis Agreement.

SECTION 1.05. Continuing Agreement . This Agreement shall create a continuing security interest in the Collateral and shall remain in fullforce and effect until payment in full of the Obligations.

ARTICLE II Title; Liens and Encumbrances . The Grantor represents and warrants that it is (or to the extent that this Agreement states that theCollateral is to be acquired after the date hereof, will be) the record and beneficial owner of, having (or to the extent that this Agreement states that theCollateral is to be acquired after the date hereof, will have) good and marketable title to, the Collateral pledged by it hereunder, free of any and all Liens oroptions in favor of, or claims of, any other person, except the Liens created by this Agreement, and the Grantor will promptly notify the Secured Party ofany such other Lien or claim made or asserted against the Collateral and the Grantor will defend the Collateral against any such Lien or other claim.

ARTICLE III State of Organization or Residence; Legal Name . The Grantor represents and warrants to the Secured Party as follows:

SECTION 3.01. The Grantor’s state of organization is the State of Delaware. The Grantor’s chief executive office or principal office, if it is nota registered organization, as such term is defined under the Uniform Commercial Code as in effect in the State of New York as it may be amended,supplemented or modified from time to time (the “ UCC ”), is set forth on Schedule I hereto. The Grantor shall promptly notify the Secured Party of anychange in the foregoing representations.

SECTION 3.02. The Grantor’s registered or legal name is as set forth on Schedule I hereto. The Grantor currently uses, and during the last five(5) years has used, no other names including business or trade names, except as set forth on Schedule I hereto. The Grantor shall not change such namewithout providing the Secured Party thirty (30) days’ prior written notice.

SECTION 3.03. The grant of the security interest in the Collateral, combined with the filing of financing statements, the execution of controlagreements, the execution of assignments, and/or possession of the Collateral, each as appropriate, is effective to vest in the Secured Party a valid andperfected first priority security interest, superior to the rights of any person in and to the Collateral as set forth herein.

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ARTICLE IV Perfection of Security Interest . . The Grantor shall take any and all actions and make all filings (including the filing of UCC financingstatements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid andenforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the SecuredParty for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC financing statements and amendments theretopursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to theSecured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and maydescribe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in eachdeposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any ofsuch rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing orrecording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of allfederal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable.The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect orotherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in theIntercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing,registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including withoutlimitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the SecuredParty be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liensintended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the datehereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blank.

ARTICLE V Covenants Relating to Collateral . Until the Obligations shall have been paid in full, and the Indenture shall have terminated, theGrantor covenants and agrees that if the Grantor shall become entitled to receive or shall receive any note, any certificate or other equity securities(including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction ofcapital or any certificate issued in connection with any reorganization), option or rights in respect of the Collateral, whether in addition to, in substitution of,as a conversion of, or in exchange for, any shares of the Collateral, or otherwise in respect thereof, the Grantor shall accept the same as the agent of theSecured Party, hold the same in trust for the Secured Party and deliver the same forthwith to the Secured Party in the exact form received, duly indorsed bythe Grantor to the Secured Party, together with an undated assignment or stock power covering such certificate duly executed in blank by the Grantor andwith, if the Secured Party so requests, signature guaranteed, to be held by the Secured Party, subject to the terms thereof, as collateral security for theObligations. If any of the foregoing property so distributed in respect of the Collateral shall be received by the Grantor, the Grantor shall, until suchproperty is paid or delivered to the Secured Party, hold such property in trust for the Secured Party, segregated from other funds or property of the Grantor,as collateral security for the Obligations. Grantor shall (i) promptly forward to the Secured Party written notification of, and grant of, a security interest tothe Secured Party in any and all Commercial Tort Claims (as defined in the UCC) acquired by the Grantor or coming into existence, in each case, after thedate hereof, including, but not limited to, any and all actions, suits, and proceedings before any court or governmental authority by or affecting such Grantorby executing and delivering a supplement in the form of Exhibit B describing such Commercial Tort Claim (as defined in the UCC) with reasonablespecificity and (ii) execute and deliver such statements, documents and notices and do and cause to be done all such things as may be required by theSecured Party, or required by law,

3

including all things which may from time to time be necessary under the UCC to fully create, preserve, perfect and protect the priority of the SecuredParty’s security interest in any Commercial Tort Claim (as defined in the UCC).

ARTICLE VI Collections; Other Rights .

SECTION 6.01. Except as provided herein, the Grantor shall be entitled to receive all cash interest, dividends and distributions paid in respectof the Collateral, and to exercise all voting rights with respect to the Collateral; provided , however , that no vote shall be cast or right exercised or otheraction taken which would result in any violation of any provision of this Agreement or any other Note Document.

SECTION 6.02. All of the foregoing amounts set forth in paragraph (a) of this Section 6 so collected after the occurrence of and during thecontinuation of an Event of Default shall be held in trust by the Grantor for and as the property of the Secured Party, and shall not be commingled with otherfunds, money or property of the Grantor.

SECTION 6.03. After the occurrence and during the continuation of an Event of Default, the Grantor will immediately upon receipt of all suchchecks, cash or other remittances constituting part of the Collateral or in payment for any Collateral sold, transferred, leased or otherwise disposed of,deliver any such items to the Secured Party accompanied by a remittance report in form supplied or approved by the Secured Party. The Grantor shalldeliver such items in the same form received, endorsed or otherwise assigned by the Grantor where necessary to permit collection of such items.

ARTICLE VII Events of Default . The occurrence of any one or more Events of Default under the Indenture shall constitute an event of default (“Event of Default ”) under this Agreement.

ARTICLE VIII Rights and Remedies .

SECTION 8.01. In the event of the occurrence and continuation of any Event of Default, to the extent applicable: (i) the Secured Party mayexercise exclusive control over the Collateral; (ii) the Secured Party shall have the right, with or without (to the extent permitted by applicable law) notice tothe Grantor, as to any or all of the Collateral, by any available judicial procedure or without judicial process, to take possession of the Collateral and withoutliability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, andgenerally to exercise any and all rights afforded to a secured party under the UCC or other applicable law; (iii) the Secured Party shall have the right to sell,lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, either at public orprivate sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms andconditions, all as the Secured Party in its sole discretion may deem advisable; (iv) at the Secured Party’s request, the Grantor shall assemble the Collateraland make it available to the Secured Party at places which the Secured Party shall select, whether on the Grantor’s premises or elsewhere, and makeavailable to the Secured Party, without rent, all of the Grantor’s premises and facilities for the purpose of the Secured Party’s taking possession of,removing or putting the Collateral in saleable or disposable form; (v) the Secured Party shall have the right to receive any and all cash interest, dividends,distributions, payments or other proceeds paid in respect of the Collateral and made application thereof to the Obligations in accordance with Section 6.06of the Indenture and (vi) any or all of the Collateral may be registered in the name of the Secured Party or its nominee and they may thereafter exercise(x) all voting, corporate and other rights pertaining to such Collateral and (y) any and all rights of conversion, exchange and subscription and any otherrights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at itsdiscretion any and all securities or securities entitlements upon any merger, consolidation, reorganization, recapitalization or other

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fundamental change, or upon the exercise of the Grantor or the Secured Party of any right, privilege or option pertaining to such securities or securitiesentitlements, and in connection therewith, the right to deposit and deliver any and all of the securities or securities entitlements with any committee,depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Party may determine), in each of theforegoing cases, all without liability except to account for property actually received by it, but the Secured Party shall have no duty to the Grantor toexercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

SECTION 8.02. Any such sale, lease or other disposition of Collateral may be made without demand for performance or any notice ofadvertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition, the Grantor agrees that the sendingof ten days’ notice by ordinary mail, postage prepaid, to the Grantor of the place and time of any public sale or of the time at which any private sale or otherintended disposition is to be made, shall be deemed reasonable notice thereof. Notwithstanding the foregoing, if any of the Collateral may be materiallydiminished in value during such ten (10) day period, the Secured Party shall provide the Grantor with such shorter notice as it deems reasonable under thecircumstances.

SECTION 8.03. The proceeds of any such sale, lease or other disposition of the Collateral shall be applied first to the expenses of retaking,holding, storing, processing and preparing for sale, selling, and the like, and to the reasonable attorneys’ fees and legal expenses incurred by the SecuredParty, and then to satisfaction of the Obligations (in accordance with Section 6.06 of the Indenture), and to the payment of any other amounts required byapplicable law. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the SecuredParty is legally entitled, the Grantor will be liable for the deficiency, together with interest thereon, at the rate prescribed in the agreements giving rise to theObligations, and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law,the Grantor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral.

ARTICLE IX Power of Attorney . The Grantor authorizes the Secured Party and does hereby make, constitute and appoint the Secured Party, andany officer or agent of the Secured Party, with full power of substitution, as the Grantor’s true and lawful attorney-in-fact, with power, in its own name or inthe name of the Grantor: (i) to endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or inrespect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to pay or discharge any taxes, liens,security interest or other encumbrances at any time levied or placed on or threatened against the Collateral; (iii) to demand, collect, receipt for, compromise,settle and sue for monies due in respect of the Collateral; (iv) to receive, open and dispose of all mail addressed to the Grantor and to notify the post officeauthorities to change the address for delivery of mail addressed to the Grantor to such address as the Secured Party may designate; (v) to exercise allmembership rights, powers and privileges in connection with the Collateral to the same extent as the Grantor is entitled to exercise such rights, powers andprivileges and (vi) generally to do all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and theSecured Party’s security interest therein. The Grantor hereby approves and ratifies all acts of said attorney or designee, who shall not be liable for any actsof commission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power ofattorney shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The Secured Party mayexercise this power of attorney only after the occurrence and during the continuance of an Event of Default.

ARTICLE X Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnightcourier service, mailed by U.S. mail or sent by telecopy

5

(with confirmed receipt or followed by overnight delivery) to the addresses (or telecopy numbers) set forth in Section 13.01 of the Indenture. Any partyhereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices andother communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date ofreceipt or, if mailed, the third business day following the date so mailed, if earlier.

ARTICLE XI Other Security . To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by theguarantee, endorsement or property of any other Person, then the Secured Party shall have the right in its sole discretion to pursue, relinquish, subordinate,modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rights and remedies hereunder.

ARTICLE XII No Waiver; Rights Cumulative .

SECTION 12.01. No course of dealing between the Grantor and the Secured Party, or the Secured Party’s failure to exercise or delay inexercising any right, power or privilege hereunder shall operate as a waiver thereof. Any single or partial exercise of any right, power or privilege hereundershall not preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

SECTION 12.02. All of the Secured Party’s rights and remedies with respect to the Collateral, whether established hereby or by any otheragreements, instruments or documents or by law, shall be cumulative and may be exercised singly or concurrently.

ARTICLE XIII Limitation on Secured Party’s Duty in Respect of Collateral . The Secured Party shall not have any duty as to any Collateral in itspossession or control or in the possession or control of any agent or nominee of it or any income thereon or as to the preservation of rights against priorparties or any other rights pertaining thereto, except that the Secured Party shall use reasonable care with respect to the Collateral in its possession or underits control.

ARTICLE XIV Amendments, Etc . No alteration, modification, amendment or waiver of any terms and conditions of this Agreement shall beeffective or enforceable against the Secured Party unless set forth in a writing signed by the Secured Party.

ARTICLE XV Successors and Assigns . This Agreement and all obligations of the Grantor and the Secured Party hereunder shall be binding uponthe successors and assigns of the Grantor and the Secured Party, as applicable, and shall, together with the rights and remedies of the Secured Partyhereunder, inure to the benefit of the Secured Party and their respective successors and assigns.

ARTICLE XVI No Partnership . The relationship between the Secured Party and the Grantor shall be only of creditor-debtor and no relationship ofagency, partner or joint- or co-venturer shall be created by or inferred from this Agreement or the other Note Documents. The Grantor shall indemnify,defend, and save the Secured Party harmless from any and all claims asserted against the Secured Party as being the agent, partner, or joint-venturer of theGrantor.

ARTICLE XVII Entire Agreement . This Agreement embodies the entire agreement and understanding between the Grantor and the Secured Partywith respect to its subject matter and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter.The Grantor acknowledges and agrees that there is no oral agreement between the Grantor and the Secured Party which has not been incorporated in thisAgreement.

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ARTICLE XVIII Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each ofwhich shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signaturepage of this Agreement by facsimile or other means of electronic transmission shall be effective as delivery of a manually executed counterpart of thisAgreement.

ARTICLE XIX Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without effecting the validity, legality and enforceability of theremaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any otherjurisdiction.

ARTICLE XX Governing Law; Jurisdiction; Consent to Service of Process .

SECTION 20.01. This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, any Note Documentor any of the transactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of the rights andduties of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation,Section 5-1401 et seq of the New York General Obligations Law but otherwise without regard to principles of conflicts of laws).

SECTION 20.02. GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL ORSTATE COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR INCONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACINGOF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW,GRANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT,ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THESUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION ORPROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BYSUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR AGREES NOT TO SEEK AND HEREBY WAIVES THERIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICHMAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT. EXCEPT AS PROHIBITED BY LAW, GRANTOR HEREBYWAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUTOF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

SECTION 20.03. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

ARTICLE XXI Headings . Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect theconstruction of, or be taken into consideration in interpreting, this Agreement.

ARTICLE XXII Bailee and Custodial Arrangements . Grantor agrees that it will cause any bailee or custodian now or hereafter in possession of theCollateral to acknowledge that it holds possession of

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the Collateral for the Secured Party’s benefit. Grantor agrees that at any time when Grantor is obligated to deliver physical possession of any Collateral toSecured Party, Secured Party may appoint a bailee or custodian to hold physical possession of the Collateral for the Secured Party’s benefit and Grantoragrees to deliver all such physical Collateral as directed by the Secured Party.

ARTICLE XXIII The Collateral Agent .




ARTICLE XXIV Reaffirmation; Amendment and Restatement of Existing Security Agreement . The Grantor hereby continues, reaffirms andregrants a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, amongother things, the Obligations. This Agreement amends, restates and supersedes the Original Security Agreement effective on the date hereof. It is theintention of the parties thereto that this Agreement shall not constitute a novation or discharge of the obligations evidenced by the Original SecurityAgreement.


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GRANTOR :

MZ FUNDING LLC

By Name: Title:

SECURED PARTY :

WILMINGTON SAVINGS FUNDSOCIETY, FSB , as Collateral Agent

By Name: Title:

[Signature Page to A&R MZ Funding LLC Subordinated Security Agreement]




Other names (including business or trade names) used during the last five (5) years None

Schedule I

EXHIBIT A

This Exhibit A to the Amended and Restated Security Agreement, dated as of July 10, 2019 (as amended, restated, amended and restated,supplemented or modified from time to time, the “ Security Agreement ”), made by MZ FUNDING LLC, a Delaware limited liability company (the “Grantor ”) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent (the “ Secured Party ”) describes the Collateral granted bythe Grantor to the Secured Party pursuant to the Security Agreement. “ UCC ” means the Uniform Commercial Code as in effect in the State of New Yorkas the UCC may be amended, supplemented or modified from time to time. Any reference to any agreement, instrument or document shall be construed asreferring to such agreement, instrument or document, as amended, supplemented or modified from time to time. The Collateral shall be all of the Grantor’sright, title and interest, whether now existing or hereafter arising or acquired, in and to any and all of the following items of personal property of theGrantor:

Accounts (as defined in the UCC).

Certificated Securities (as defined in the UCC).

Chattel Paper (as defined in the UCC).

All of the Grantor’s rights (including rights as licensee and lessee) with respect to (A) computer and other electronic data processing units,memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electricalsupply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (B) all Software(as defined in the UCC), and all software programs designed for use on the computers and electronic data processing hardwaredescribed in clause (A) above, including all operating system software, utilities and application programs in any form (source code andobject code in magnetic tape, disk or hard copy format or any other listings whatsoever); (C) any firmware associated with any of theforegoing; and (D) any documentation for hardware, Software and firmware described in clauses (A), (B), and (C) above, includingflow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes (the “ Computer Hardware andSoftware ”) and all rights with respect to the Computer Hardware and Software, including any and all licenses, options, warranties,service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights andindemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing.

Any right of the Grantor to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time notyet earned by performance.

Commercial Tort Claims (as defined in the UCC).

Deposit Accounts (as defined in the UCC).

Documents (as defined in the UCC).

Equipment (as defined in the UCC).

Financial Assets (as defined in the UCC).

General Intangibles (as defined in the UCC), including Payment Intangibles (as defined in the UCC) and Software.

Goods (as defined in the UCC) (including all of its Equipment, Fixtures and Inventory, all as defined in the UCC), and all accessions,additions, attachments, improvements, substitutions and replacements thereto and therefor.

Instruments (as defined in the UCC), including (a) the Tranche A Note, dated as of July 10, 2019, in the initial principal amount of$277,678,000, by MBIA Corp. to the order of the Grantor and (b) the Tranche B Note, dated as of July 10, 2019, in the initial principalamount of $53,836,742.98, by MBIA Corp. to the order of the Grantor (collectively, the “ MBIA Note ”) and all Supporting Obligations(as defined in the UCC).

All past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, service marks,trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of theforegoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrationswhich have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computerprograms) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issuedthroughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patentapplications and patents; industrial design applications and registered industrial designs; license agreements related to any of theforegoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computersoftware, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments orincorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; all otherintellectual property; and all common law and other rights throughout the world in and to all of the foregoing (the “ IntellectualProperty ”).

Inventory (as defined in the UCC).

Investment Property (as defined in the UCC).

Money (of every jurisdiction whatsoever) (as defined in the UCC).

Letter-of-Credit Rights (as defined in the UCC).

Payment Intangibles (as defined in the UCC).

Security Entitlements (as defined in the UCC).

Software (as defined in the UCC).

Uncertificated Securities (as defined in the UCC).

To the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings,data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating orreferring to any of the foregoing, and all Proceeds (as defined in the UCC), products, offspring, rents, issues, profits and returns of andfrom any of the foregoing; provided that to the extent that the provision of any lease or license of Computer Hardware or Software orIntellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant ofa security interest therein, Secured Party will not enforce its security interest in the Grantor’s rights under such lease or license (otherthan in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon the request of SecuredParty, the Grantor will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of SecuredParty (and to Secured Party’s enforcement of such security interest) in such Secured Party’s rights under such lease or license.

1. [Remainder of page intentionally left blank]

The undersigned has executed this Exhibit A as of the date first written above.

MZ FUNDING LLC

By Name: Title:

EXHIBIT B

SUPPLEMENT NO. dated as of , 20 (this “ Supplement ”) to the Amended and Restated Security Agreement, dated asof July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time, the “ Security Agreement ”), made by MZFUNDING LLC, a Delaware limited liability company (the “ Grantor ”) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as CollateralAgent (the “ Secured Party ”).



Exhibit A to the Security Agreement executed by the Grantor shall be deemed amended to include all of the foregoing items of personal property andsuch items shall be “Collateral” as defined in the Security Agreement and subject to the terms of the Security Agreement.


IN WITNESS WHEREOF, the undersigned parties have executed this Supplement to be effective for all purposes as of the date above first written.

GRANTOR:

MZ FUNDING LLC

By Name: Title:

Exhibit 99.4

RULE 144A SECURITY

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDMAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWINGSENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT IT ANDANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDERTHE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THISSECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLESECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (C) TO AN INSTITUTIONALINVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDERTHE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TOTHE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(B) ABOVE OR (2)(C) ABOVE, A DULY COMPLETED AND SIGNEDCERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. THECOMPANY ALSO RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHEREVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE INCOMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.


EACH PERSON ACQUIRING OR HOLDING THIS SECURITY OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,WARRANTED AND AGREED THAT, FOR SO LONG AS IT HOLDS A SECURITY OR INTEREST THEREIN (I) EITHER (A) IT IS NOT, AND ISNOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF PART 4 OFSUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, ASAMENDED (THE “CODE”), APPLIES, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH ANEMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 (ASMODIFIED BY SECTION 3(42) OF ERISA) (“BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLANWHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTIONPROVISIONS OF SECTION 406 OF ERISA AND/OR SECTION

4975 OF THE CODE (“SIMILAR LAW”), AND NO PART OF THE ASSETS TO BE USED BY IT TO ACQUIRE OR HOLD SUCH SECURITIES ORANY INTEREST THEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCH GOVERNMENTAL, CHURCH,NON-U.S. OR OTHER PLAN, OR (B) IF IT IS, OR IS ACTING ON BEHALF OF, A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLANSUBJECT TO SIMILAR LAW, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH SECURITIES (OR INTERESTS THEREIN) WILLNOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY SUCH SIMILAR LAW, AND (II) IT WILL NOT SELL OR TRANSFER SUCHSECURITIES (OR INTERESTS THEREIN) TO AN ACQUIROR ACQUIRING SUCH SECURITIES (OR INTERESTS THEREIN) UNLESS THEACQUIROR MAKES OR IS DEEMED TO MAKE THE FOREGOING REPRESENTATIONS, WARRANTIES AND AGREEMENTS DESCRIBED INCLAUSE (I) HEREOF. ANY PURPORTED TRANSFER OF THE SECURITIES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THISPARAGRAPH SHALL BE NULL AND VOID AB INITIO .


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEETO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS SECURITY IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TOTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BYAN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ORTO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. A-1 $53,836,742.98

CUSIP NO. 55406H AC0 ISIN NO. US55406HAC07

MZ FUNDING LLC



MZ Funding LLC, a Delaware limited liability company (herein called the “ Company ”, which term includes any Successor Company under theIndenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of FIFTY-THREEMILLION, EIGHT HUNDRED THIRTY-SIX THOUSAND, SEVEN HUNDRED FORTY-TWO DOLLARS AND NINETY-EIGHT CENTS($53,836,742.98), subject to adjustments listed on the Schedule of Increases or Decreases in Global Security attached hereto, on January 20, 2022.


Interest Payment Dates: March 31, June 30, September 30 and December 31

Record Dates: March 26, June 25, September 25 and December 26





MZ FUNDING LLC

By: /s/ Jonathan HarrisName: Jonathan HarrisTitle: Secretary


This is one of the 12% Subordinated Secured Notes due 2022 described in the within-mentioned Indenture.

Wilmington Savings Fund Society, FSBas Trustee By: /s/ Geoffrey J. Lewis



[SIGNATURE PAGE TO 144A NOTE (SUBORDINATED)]

[REVERSE SIDE OF RULE 144A SECURITY]

MZ FUNDING LLC





2. METHOD OF PAYMENT . The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders ofSecurities at the close of business on the March 26, June 25, September 25 and December 26 next preceding the interest payment date even if suchSecurities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collectprincipal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender forpayment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium andinterest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make allpayments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holderthereof; provided , however , that payments on a certificated Security shall be made by wire transfer to a U.S. dollar account maintained by the payeewith a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to sucheffect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee mayaccept in its discretion). Notwithstanding the foregoing and subject to and as provided in Section 2.11 of the Indenture are insufficient to pay intereston the Securities in cash, the Company may elect to pay any such shortfall by increasing the principal amount of this Security or issuing newSecurities in accordance with Section 2.02 of the Indenture. The Company must elect the form of interest payment by delivering a notice to theTrustee on or before the third Business Day prior to the Interest Payment Date, a copy of which shall promptly be forwarded by the Trustee to theHolders. On any Interest Payment Date with respect to which the Company has elected to pay interest by increasing the principal amount of thisSecurity, the principal amount of this Security shall be so increased.


4. INDENTURE AND SUBORDINATION . The Company issued the Securities under an Indenture dated as of July 10, 2019 (the “Indenture”), amongthe Company, the Trustee and the Collateral Agent. This Security is one of a duly authorized issue of notes of the Company designated as its 12%Subordinated Secured Notes due 2022, initially issued in the aggregate principal amount of $53,836,742.98. The Securities are subordinated as setforth in the Indenture and the Intercreditor Agreement to all obligations in respect of the Senior Obligations (including all interest accrued or accruingon the Senior Obligations after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate(including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for theinterest is allowed as a claim in the case or proceeding with respect to the Senior Obligations). The terms of the Securities include those stated in theIndenture, and Holders are referred to the Indenture for a statement of those terms (which for greater certainty includes the right of exchange of theSecurities provided in Appendix A to the Indenture, which is an express term of this Security). To the extent any provision of this Security conflictswith the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


6. PREPAYMENT . The Securities are subject to prepayment as described in Section 3.08 of the Indenture

7. DENOMINATIONS; TRANSFER; EXCHANGE . The Securities are in registered form without coupons in denominations of a minimum principalamount of $2,000 and integral multiples of $1,000 in excess thereof, except that the Securities may be in other denominations to the extent that theprincipal amount of a Security is increased at the election of the Company to pay interest as provided in Section 3.08 of the Indenture; and providedthat any transfer of a beneficial interest in the Security evidenced by this certificate shall be in a minimum denomination of $250,000. A Holder maytransfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriateendorsements or transfer documents and the Company will require a Holder to pay any taxes and fees required by law or by the Indenture. TheRegistrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part,the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 daysbefore an interest payment date. A Security may be transferred only to the Depositary or to another Person if both (i) such Person is a QualifiedPurchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer in compliance with Rule 144A or (y) to an Institutional Accredited Investor ina private transaction. Transfer may otherwise be restricted as provided in the Indenture.



10. [RESERVED] .

ASSIGNMENT FORM


I or we assign and transfer this Security to:

(Insert assignee’s legal name)



and irrevocably appoint ___________________________________________ as agent to transfer this Security on the books of the Company. The agentmay substitute another to act for him. Dated: __________________________________ Your Signature:


Signature Guarantee:





Date of Exchange

Amount of decrease in


Security

Amount of increase in


Security

Principal amount of this Global

Security followingsuch decrease or

increase)

Signature of authorized officer

of Trustee or Securities Custodian

Exhibit 99.5

Execution Version

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is entered into as of July 10, 2019, between MBIA INSURANCECORPORATION, a New York corporation (the “ Borrower ”) and MZ FUNDING LLC, a Delaware limited liability company (the “ Lender ”).

W I T N E S S E T H:

WHEREAS, the Borrower and Lender are parties to that certain Credit Agreement, dated as of January 10, 2017, by and between the Borrower, asborrower, and the Lender, as lender (as amended by Amendment No. 1, dated as of June 2, 2017, the “ Original Credit Agreement ”) pursuant to which theLender made a loan to the Borrower;

WHEREAS, the Borrower desires that the Lender make a loan to the Borrower to repay in full the Borrower’s obligations under the Original TrancheA Note (as defined herein) and the Lender is willing to lend such funds to the Borrower on the terms and subject to the conditions set forth in thisAgreement; and

WHEREAS, the Borrower and the Lender desire to amend and restate the Original Credit Agreement in accordance with the terms hereof.

ACCORDINGLY, in consideration of the mutual covenants and agreements herein contained, the Borrower and the Lender hereby agree to amendand restate the Original Credit Agreement as follows:

ARTICLE IDEFINITIONS

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Anti-Corruption Laws ” means all laws, rules and regulations of any jurisdiction applicable to the Borrower from time to time concerning orrelating to bribery, money laundering, or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amendedfrom time to time, and the United Kingdom’s Bribery Act 2010, as amended from time to time.

“ Applicable Tranche ” means (a) if the Tranche A Loan has not been paid in full, the Tranche A Loan, or (b) if the Tranche A Loan has beenpaid in full, the Tranche B Loan.

“ Available Liquidity ” means, as of the last day of any fiscal quarter, the amount equal to the amount of “Cash Equivalents and Short-TermInvestments” (as such item is reported in the Borrower’s statutory financial statement filed for such fiscal quarter).

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Business Day ” means each day which is not a Saturday, Sunday or other day on which banking institutions are not required by law orregulation to be open in the State of New York.

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower:

(a) (i) Dollars and (ii) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency orinstrumentality thereof, in each case having maturities of not more than twelve (12) months from the date of acquisition thereof; provided that the full faithand credit of the United States is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is organized under the laws ofthe United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws ofthe United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues)commercial paper rated at least P-2 (or the then equivalent grade) by Moody’s Investors Services, Inc. (“ Moody’s ”) or at least A-2 (or the then equivalentgrade) by Standard & Poor’s Financial Services LLC (“ S&P ”) and (iii) has combined capital and surplus of at least $500,000,000 (any such bank being an“ Approved Domestic Bank ”), in each case with maturities of not more than three hundred sixty-five (365) days from the date of acquisition thereof;

(c) commercial paper and variable or fixed rate notes issued by an Approved Domestic Bank (or by the parent company thereof) or any variableor fixed rate note issued by, or guaranteed by, a domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalentthereof) or better by Moody’s, in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition thereof;

(d) marketable short-term money market and similar funds (including such funds investing a portion of their assets in municipal securities)having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations,an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower);

(e) repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus inexcess of $500,000,000 for direct obligations issued by or fully guaranteed or insured by the United States government or any agency or instrumentality ofthe United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchasethereof, a Fair Market Value of at least 100% of the amount of the repurchase obligations;

(f) Investments, classified in accordance with GAAP as Current Assets of the Borrower, in money market investment programs registered underthe Investment Company Act of 1940, which are administered by financial institutions having capital of at least $500,000,000, and the portfolios of whichare limited such that at least 95% of such investments are of the character, quality and maturity described in clauses (a) through (e) of this definition; and

(g) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described inclauses (a) through (f) above.

“ Cash Sweep Amount ” means, with respect to the last day of any fiscal quarter of the Borrower, an amount equal to the amount by whichAvailable Liquidity exceeds $100,000,000.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

“ CERCLIS ” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the U.S.Environmental Protection Agency.

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“ Change of Control ” means, at any time, the failure of MBIA Inc. to directly, legally and beneficially own 100% of the Equity Interests of(a) the Borrower or (b) the Lender.


“ Collateral ” means, collectively, the Zohar I Collateral and the Zohar II Collateral and any other assets described in Exhibit A to the SecurityAgreement.

“ Collection Account ” means that certain account number 210-5-76179, or any successor account, in each case, held in the name of the Lenderat the Deposit Bank which shall at all times be subject to the Liens of the Senior Collateral Agent for the benefit of the Senior Note Holders and the otherSecured Creditors (as defined in the Senior Indenture) and, if the Deposit Bank is not the Senior Trustee, governed by the Collection Account ControlAgreement.

“ Collection Account Control Agreement ” means an account control agreement among the Lender, the Senior Collateral Agent and the DepositBank, if the Deposit Bank is not the Senior Trustee, with respect to the Collection Account in the event the Collection Account is no longer held at theSenior Trustee.

“ Commitment ” means the Lender’s commitment to lend the Tranche A Loan and the Tranche B Loan as such commitment may be reducedfrom time to time pursuant to the terms of this Agreement. Once reduced, the amount of the Commitment cannot be increased.

“ Company Operating Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of MZ Funding LLC,dated as of the date hereof.

“ Confidential Information ” means all information relating to the Collateral or to the Borrower or any of its Affiliates or any of their respectivebusinesses (including without limitation information prepared by others and forwarded by or on behalf of the Borrower or any of its Affiliates andinformation described in Section 5.01(d) and 5.09(d)), other than any such information that (i) is or becomes generally available to the public on anon-confidential basis, (ii) is known to the Lender (or other party required to keep information confidential pursuant to this Agreement) on anon-confidential basis prior to the time of disclosure of such information by the Borrower, (iii) is independently developed by the Lender (or other partyrequired to keep information confidential pursuant to this Agreement), (iv) is permitted in writing by the Borrower to be disclosed to third parties on anon-confidential basis, (v) is or was publicly disclosed by the Borrower, or (vi) is Publicized Information.

“ Credit Documents ” means this Agreement, the Security Agreement, the Collection Account Control Agreement, if any, the LoanAdministration Agreement, the Notes, the Intercreditor Agreement and any other documents hereafter delivered to the Lender by the Borrower evidencingor securing the Loan or the Collateral.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless curedor waived, become an Event of Default.

“ Deposit Bank ” means Wilmington Savings Fund Society, FSB or such other bank agreed between the Borrower and the Lender with theconsent of the Collateral Agent as directed by the Majority Senior Note Holders.

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“ Disposition ” or “ Dispose ” means the sale, transfer, license, sublicense, lease, any other disposition of any property by any Person (includingany sale and leaseback transaction and any issuance of Equity Interests by a subsidiary of such Person), including any sale, assignment, transfer or otherdisposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and any reinsurance or novationarrangement or transaction; provided , however , that “ Disposition ” and “ Dispose ” shall not be deemed to include any issuance by the Borrower of any ofits Equity Interests to another Person.

“ Dollars ” or “ $ ” means the lawful money of the United States of America.

“ Eligible Person ” means a person who is (i) a “qualified purchaser” within the meaning of the Investment Company Act, and the rules andregulations promulgated pursuant thereto and who (ii) either (x) is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of1933, as amended, or (y) purchases or intends to purchase Senior Notes or Subordinated Notes in an offshore transaction outside the United States inreliance on Regulation S under the Securities Act, or (z) is an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) of RegulationD under the Securities Act.

“ Environmental Laws ” means any and all federal, state, local and foreign statutes, laws, including applicable common law, regulations,ordinances, rules, judgments, orders, decrees or governmental restrictions relating to pollution, the protection of the environment, the release of HazardousMaterials into the environment and human exposure to Hazardous Materials, including those related to the treatment, transport, storage and disposal ofHazardous Materials, air emissions and discharges to public pollution control systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmentalremediation, monitoring or oversight by a Governmental Authority, fines, penalties or indemnities), directly or indirectly resulting from or based upon(a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of anyHazardous Materials, (c) human exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environmentor (e) any contract, agreement or other binding consensual arrangement pursuant to which liability is assumed or imposed with respect to any of theforegoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any EnvironmentalLaw.

“ ERISA Event ” means (a) a Reportable Event with respect to a Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Plansubject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or acessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or anyERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA)or insolvent (within the meaning of Section 4245 of ERISA); (d) the filing of a notice of intent to terminate or the treatment of a Plan amendment as atermination under Section 4041 or 4041A of ERISA, respectively, (e) the institution by the PBGC of proceedings to terminate a Plan or MultiemployerPlan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,any Plan or Multiemployer Plan; (g) the determination that any Plan is considered an at-risk plan within the meaning of Section 430 of the Code orSection 303 of ERISA; (h) the determination that any Multiemployer Plan is considered a plan in endangered or critical status within the meaning ofSections 431 and 432 of the Code or Sections 304 and 305 of ERISA; (i) the imposition of any liability under Title IV of ERISA, other than for PBGCpremiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; (j) the conditions for the imposition of a lienunder Section 430(k) of the Code or Section 303(k) of ERISA shall have been met with respect to any Plan; or (k) any other event or condition with respectto a Plan or Multiemployer Plan that could result in liability of the Borrower, other than in the usual course.

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“ ERISA Affiliate ” means (a) any corporation which is a member of the same controlled group of corporations (within the meaning ofSection 414(b) of the Code) as the Issuer, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c)of the Code) with the Issuer or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Issuer, anycorporation described in clause (a) above or any trade or business described in clause (b) above.

“ Event of Default ” has the meaning set forth in Article VI.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to the Borrower or required to be withheld or deducted froma payment to the Lender, (a) Taxes imposed on or measured by income (however denominated), franchise Taxes, and branch profits Taxes, in each case,(i) imposed as a result of the Lender being organized under the laws of, having its principal office or its applicable lending office located in, the jurisdictionimposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amountspayable to or for the account of the Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which(i) the Lender acquires such interest in the Loan or Commitment or (ii) the Lender changes its lending office, and (c) any U.S. federal withholding Taxesimposed under FATCA; provided , however, for the avoidance of doubt, that Excluded Taxes shall not include any Taxes described in clause (b) of thedefinition of Other Taxes.

“ Fair Market Value ” means, with respect to any asset or group of assets on any date of determination, the value of the consideration obtainablein a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in anorderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as reasonably determined by the Borrower ingood faith (which shall be conclusive if reasonably determined in good faith).

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version), anycurrent or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal orregulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of suchSections of the Code.

“ Final Maturity Date ” means (a) January 20, 2022, or (b) such earlier date on which the Loan shall become due and payable in accordancewith the terms of this Agreement, whether by acceleration or otherwise.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, anystate or locality, any political subdivision of the foregoing, and any agency, authority, instrumentality, regulatory body, court, central bank or other entityexercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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“ Hazardous Materials ” means all radioactive and all hazardous or toxic substances, materials or wastes, including petroleum or petroleumdistillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastesof any nature regulated as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant,” pursuant to any Environmental Law.

“ Indebtedness ” of a Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced bybonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations (excluding any prepaid interestthereon) of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customaryreservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations (including, withoutlimitation, earnout obligations) of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person(other than (i) trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof and (ii) expenses accrued in theordinary course of business) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay orsimilar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has anexisting right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired bysuch Person, whether or not the obligations secured thereby have been assumed, (g) all guaranty obligations of such Person with respect to Indebtedness ofanother Person (excluding financial guarantee policies issued by the Borrower in the ordinary course of business), (h) the principal portion of all capitallease obligations plus any accrued interest thereon, (i) all net obligations of such Person under hedging agreements, (j) the maximum amount of all letters ofcredit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extentunreimbursed), (k) all preferred equity interests issued by such Person, (l) the principal balance outstanding under any synthetic lease, tax retentionoperating lease, off-balance sheet loan or similar off-balance sheet financing product plus any accrued interest thereon, (m) all obligations of anypartnership or unincorporated joint venture in which such Person is a general partner or a joint venture solely to the extent such obligations are recourse tosuch Person and (n) obligations of such Person under non-compete agreements to the extent such obligations are quantifiable contingent obligations of suchPerson under GAAP principles; provided , however , that all financial guarantee policies issued by the Borrower in the ordinary course of business withrespect to Indebtedness of another Person shall not be considered “Indebtedness.”

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of anyobligation of the Borrower under this Agreement and (b) to the extent not otherwise described in (a), Other Taxes.

“ Initial Refinancing Loan ” has the meaning given to such term in Section 2.01.

“ Insolvency Proceeding ” means any case, proceeding or other action by or against any Person (a) under any existing or future law (includingany agency or department with jurisdiction over insurance companies) of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,reorganization, rehabilitation, liquidation, conservatorship, receivership or relief of debtors, seeking to have an order for relief entered with respect to it, orseeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition,rehabilitation or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, trustee, custodian, conservator, rehabilitator, liquidatoror other similar official for it or for all or any substantial part of its assets.

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“ Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of the date hereof, by and among the Senior Collateral Agent,the Subordinated Collateral Agent and the Lender.

“ Interest and Principal Payment Certification ” means an Interest and Principal Payment Certification for such Interest Payment Date insubstantially the form of Exhibit A , with such changes as agreed to by the Lender and the Borrower; provided that the written objection of the MajoritySenior Note Holders has not been received by the Borrower, the Lender or the Trustee on or before the 5 th Business Day after a copy thereof has been sentto the Senior Note Holders by the Senior Trustee.

“ Interest Period ” means (a) initially, the period from the Refinancing Closing Date to but excluding September 30, 2019 and (b) thereafter, theperiod following the end of the immediately preceding Interest Period to but excluding the next Interest Payment Date.

“ Interest Payment Date ” means each March 31, June 30, September 30, and December 31, commencing on September 30, 2019.

“ Investment ” means, as to any Person, any direct or indirect investment by such Person, whether by means of (a) the purchase or otheracquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debtof, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interestin such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of Indebtedness inrespect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property andassets or business of another Person or assets constituting a business unit, line of business or division of such other Person.

“ Investment Plan ” means the investment guidelines of the Borrower as of the Refinancing Closing Date, attached as Schedule IV , as amendedfrom time to time in the ordinary course of business consistent with the Borrower’s policy for amending such guidelines.

“ Lender ” has the meaning specified in the introductory paragraph hereto.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interestin, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or anyfinancing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchaseoption, call or similar right of a third party with respect to such securities.

“ Loan ” means, collectively, the Tranche A Loan and the Tranche B Loan.

“ Loan Administration Agreement ” means that certain Loan Administration Agreement, dated as of the date hereof, by and among the Lender,the Loan Administrator and the Senior Trustee, and acknowledged by the Borrower.

“ Loan Administrator ” means Wilmington Savings Fund Society, FSB.

“ Majority Senior Note Holders ” means the Senior Note Holders holding a majority of the Outstanding (as defined in the Senior Indenture)principal amount of the securities issued under the Senior Facility.

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“ Make-Whole Premium ” shall mean, with respect to the Loan on any applicable date of prepayment of the Loan whether by acceleration,voluntary or mandatory prepayment, or otherwise, on or prior to the Make-Whole Termination Date, the amount as calculated by the Lender as equal to theproduct of (i) the principal (excluding any PIK Principal) so prepaid, (ii) 12%, (iii) the number of days from and excluding the date of such prepayment toand including the one-year anniversary of the Refinancing Closing Date and (iv) 1/360.

“ Make-Whole Termination Date ” means the 366th day after the Refinancing Closing Date.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, financial condition or results of operations of theBorrower, (b) the Borrower’s or the Lender’s ability to perform any of its payment obligations under this Agreement, the other Credit Documents or theSenior Facility, or (c) the rights and remedies of the Lender under this Agreement and the other Credit Documents; provided , that solely for purposes ofdetermining whether a Material Adverse Effect has occurred at a time prior to the Refinancing Closing Date, and assuming the accuracy of therepresentation given in the last sentence of Section 3.22, a Specified Reserve Increase shall not, by itself, be deemed to constitute a Material Adverse Effect;provided further that it may be taken into account with other factors, conditions and changes in determining whether a Material Adverse Effect hasoccurred. A “Specified Reserve Increase” means an increase in statutory loss reserves, loss adjustment expense reserves or contingency reserves, which,together with all other such increases occurring within 30 days of each other, equals or exceeds $125,000,000.

“ Material Non-Public Information ” means any Confidential Information constituting material non-public information within the meaning ofthe rules and regulations of the Exchange Act.

“ MBIA Corp. Percentage ” means the percentage equal to 100%, minus the Zohar II Prepayment Percentage.

“ MBIA Inc. ” means MBIA Inc.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISAAffiliate makes or is obligated to make contributions.

“ Notes ” means, collectively, the Tranche A Note and the Tranche B Note of the Borrower, each executed and delivered as provided inSection 2.05.

“ Note Holder ” means the holders of the notes issued pursuant to the Senior Facility or the Subordinated Facility.

“ NPL ” means the National Priorities List under CERCLA.

“ NYDFS ” means the New York Department of Financial Services.

“ Obligations ” all now existing or hereafter arising obligations of the Borrower to the Lender, whether primary or secondary, direct or indirect,absolute or contingent, joint or several, secured or unsecured, due or not, liquidated or unliquidated, arising by operation of law or otherwise, whether forprincipal, interest, fees, expenses or otherwise (including, without limitation, interest, fees, costs or other payments on the Obligations paid or accrued afterthe commencement of an Insolvency Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, andpayment of or for adequate protection pursuant to any Insolvency Proceeding), together with all costs of collection or enforcement, including, withoutlimitation, reasonable attorneys’ fees incurred in any collection efforts or in any action or proceeding.

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“ Original Closing Date ” means January 10, 2017.

“ Original Senior Facility ” means the Original Senior Indenture, the other Note Documents (as defined therein) and the transactionscontemplated thereunder.

“ Original Senior Indenture ” means the Indenture, dated as of the Original Closing Date, by and between the Lender, as issuer and WilmingtonSavings Fund Society, FSB, as trustee and collateral agent.

“ Original Senior Notes ” means the notes issued pursuant to the Original Senior Facility.

“ Original Tranche A Loan ” means the loan made by the Lender to the Borrower on the Original Closing Date in the aggregate principalamount of $328,250,000.

“ Original Tranche A Note ” means the Note made by the Borrower to the order of the Lender dated the Original Closing Date evidencing theOriginal Tranche A Loan in the aggregate principal amount of $328,250,000.

“ Original Tranche B Loan ” means the loan made by the Lender to the Borrower on the Original Closing Date in the aggregate principalamount of $38,000,000; provided that , such loan has subsequently accrued PIK Interest (as defined in the Original Credit Agreement) and, as of theRefinancing Closing Date, the aggregate amount outstanding, including principal and PIK Principal (as defined in the Original Credit Agreement) of theOriginal Tranche B Loan was $53,836,742.98.

“ Original Tranche B Note ” means the Note made by the Borrower to the order of the Lender dated the Original Closing Date evidencing theOriginal Tranche B Loan in the initial aggregate principal amount of $38,000,000.

“ Other Connection Taxes ” means, with respect to the Lender, Taxes imposed as a result of a present or former connection between the Lenderand the jurisdiction imposing such Tax (other than connections arising solely from the Lender having executed, delivered, become a party to, performed itsobligations under, received payments under, received or perfected a security interest under or enforced this Agreement or that are described in clause (b) ofthe definition of Other Taxes).

“ Other Taxes ” means (a) all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from anypayment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under,or otherwise with respect to, this Agreement and (b) all increased taxes imposed on Lender and/or the Senior Note Holders as a result of the classification ofLender as a corporation for federal and/or state and local income tax purposes.


“ Person ” means any individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or anyother entity or organization, including any governmental authority.

“ PIK Interest ” means, with respect to any Interest Payment Date, the interest paid-in-kind on the Loan in the form of an increase in theoutstanding principal of the Loan.

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“ PIK Principal ” has the meaning set forth in Section 2.03(a).

“ Plan ” means any “employee benefit plan” (other than a Multiemployer Plan) within the meaning of Section 3(3) of ERISA that is maintainedor is contributed to by the Borrower or any ERISA Affiliate and is subject to Title IV of ERISA or the minimum funding standards under Section 412 of theCode or Section 302 of ERISA.

“ Portfolio Company ” means a Person whose Indebtedness and/or Equity constitutes collateral securing the Zohar I Notes or the Zohar IINotes, as applicable.

“ Publicized Information ” means any information made public by the Borrower or any of its Affiliates (including, without limitation, asdescribed in Section 7.12(b) and (c)).

“ Quarterly Period ” means a period commencing immediately after 11:00 a.m. on the third Business Day preceding an Interest Payment Dateand ending at 11:00 a.m. on the third Business Day preceding the following Interest Payment Date; provided that the initial Quarterly Period shallcommence on the Refinancing Closing Date and end at 11:00 a.m. on the third Business Day preceding the initial Interest Payment Date.

“ Refinancing Closing Date ” means the date on which the conditions specified in Section 4.01 are satisfied.

“ Register ” has the meaning set forth in Section 2.05.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period hasbeen waived.


“ Security Agreement ” means that certain Amended and Restated Security Agreement, dated as of the date hereof, by the Borrower in favor ofthe Lender.

“ SEMS ” means the Superfund Enterprise Management System maintained by the U.S. Environmental Protection Agency.

“ Senior Collateral Agent ” means the collateral agent under the Senior Facility.

“ Senior Facility ” means the Senior Indenture, the other Note Documents (as defined therein) and the transactions contemplated thereunder.

“ Senior Indenture ” means the Indenture, dated as of the date hereof, by and between the Lender, as Issuer and Wilmington Savings FundSociety, FSB, as trustee and collateral agent.

“ Senior Insurance Policy ” means insurance policy no. 1406071 dated as of the date hereof, issued by the Borrower and insuring the timelypayment of principal and interest under the Senior Notes.

“ Senior Notes ” means the notes issued pursuant to the Senior Facility.

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“ Senior Note Collection Date ” means the first date on which the aggregate outstanding principal balance of the Senior Facility and all otherSenior Note Obligations have been fully and indefeasibly paid.

“ Senior Note Holders ” means the holders of the notes issued pursuant to the Senior Facility.

“ Senior Note Obligations ” means the “Senior Obligations” as defined in the Intercreditor Agreement.

“ Senior Trustee ” means the trustee under the Senior Facility.

“ Statutory Surplus ” means, as of the last day of any fiscal quarter, “Surplus as regards policyholders” (line 37) as set forth in “Liabilities,Surplus and Other Funds” in the Borrower’s statutory financial statement filed for such fiscal quarter.

“ Subordinated Collateral Agent ” means the collateral agent under the Subordinated Facility.

“ Subordinated Facility ” means the Subordinated Indenture, the other Note Documents (as defined therein) and the transactions contemplatedthereunder

“ Subordinated Indenture ” means the Amended and Restated Subordinated Indenture, dated as of the date hereof, by and between the Lender,as Issuer and Wilmington Savings Fund Society, FSB, as trustee and collateral agent.

“ Subordinated Notes ” means the notes issued pursuant to the Subordinated Facility.

“ Subordinated Trustee ” means the trustee under the Subordinated Facility.

“ Superintendent ” means, Linda Lacewell, as the Superintendent of the New York State Department of Financial Services, and any predecessoror successor in such position at the given time, and any staff member of NYDFS or other Governmental Authority acting as such person’s agent orrepresentative in such capacity.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, feesor other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tranche A Loan ” means a loan made by the Lender to the Borrower on the Refinancing Closing Date in the aggregate principal amount of$277,678,000.00.

“ Tranche A Note ” means the Note made by the Borrower to the order of the Lender dated the Refinancing Closing Date evidencing theTranche A Loan in the aggregate principal amount of $277,678,000.00.

“ Tranche B Loan ” means a loan made by the Lender to the Borrower on the Refinancing Closing Date in the aggregate principal amount of$53,836,742.98.

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“ Tranche B Note ” means the Note made by the Borrower to the order of the Lender dated the Refinancing Closing Date evidencing theTranche B Loan in the aggregate principal amount of $53,836,742.98.

“ Transactions ” means the execution, delivery, and performance by the Borrower of the Credit Documents, the borrowing and repayment of theLoan, the pledge, assignments or grant of the security interests in the Collateral pursuant to the Credit Documents, the payment of interest and feesthereunder and the use of the proceeds of the Loan.

“ Zohar Bankruptcy Cases ” means the chapter 11 cases filed in the United States Bankruptcy Court for the District of Delaware, captioned Inre: Zohar III, Corp., et al. , Case No. 18-10512 (CSS) (Bankr. D. Del. 2018).

“ Zohar I CLO ” means, collectively, Zohar CDO 2003-1, Limited, Zohar CDO 2003-1, Corp. and Zohar CDO 2003-1, LLC.

“ Zohar I Collateral ” means the assets described in Exhibit A to the Security Agreement relating to the Zohar I Notes and the Zohar IDocuments including (a) the Borrower’s rights to payment, reimbursement, indemnity, recovery, salvage or subrogation with respect to the claim paid bythe Borrower under its policy insuring the Zohar I Notes, (b) the Borrower’s Zohar I Notes, related subrogation rights and all supporting obligations, (c) theBorrower’s rights as a party to, or third-party beneficiary under any of the Zohar I Documents, including, but not limited to, its rights as “Controlling Party”(as defined in the Zohar I Documents) under the Zohar I Documents, (d) any rights to any collateral under the Zohar I Documents, (e) the Borrower’s rightswith respect to any claims, interests in collateral, payments or any other rights held in connection with or arising under the Zohar Bankruptcy Cases; (f) anyrights as a transferee of any collateral under the Zohar I Documents including any assets resulting from any foreclosure auction, (g) any commercial tortclaims accruing to the Borrower in any capacity, including as insurer, credit enhancer, controlling party or holder of any Zohar I Notes, under or relating tothe Zohar I Documents or the transactions contemplated thereby, whether for fraud, breach of duty or otherwise, against any person, including any(i) current or former collateral manager or servicer thereunder; (ii) agent, administrative agent, collateral agent or lender under any loans owned by anyissuer of the Zohar I Notes; or (iii) manager, managing member, director, officer or other controlling party of any portfolio company in which Zohar I CLOhas an equity, loan or loan participation interest, (h) any other rights or remedies inuring to the benefit of the Borrower in connection with the Zohar INotes, whether arising under contract or tort and (i) any proceeds with respect to the foregoing, including any recoveries the Borrower acquires from anysource in connection with such rights.

“ Zohar I Documents ” means the Zohar I Notes and any indenture, supplemental indenture, insurance policy or agreement, indemnityagreement or other legal documentation related to the Zohar I Notes.

“ Zohar I Notes ” means the class A-1 and A-2 notes issued by the Zohar I CLO.

“ Zohar II CLO ” means, collectively, Zohar II 2005-1, Limited, Zohar II 2005-1, Corp. and Zohar II 3005-1, LLC.

“ Zohar II Collateral ” means the assets described in Exhibit A to the Security Agreement relating to the Zohar II Notes and the Zohar IIDocuments including (a) the Borrower’s rights to payment, reimbursement, indemnity, recovery, salvage or subrogation with respect to the claim paid bythe Borrower under its policy insuring the Zohar II Notes, (b) the Borrower’s Zohar II Notes, related subrogation rights and all supporting obligations,(c) the Borrower’s rights as a party to, or third-party

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beneficiary under any of the Zohar II Documents, including, but not limited to, its rights as “Controlling Party” (as defined in the Zohar II Documents)under the Zohar II Documents, (d) any rights to any collateral under the Zohar II Documents, (e) the Borrower’s rights with respect to any claims, interestsin collateral, payments or any other rights held in connection with or arising under the Zohar Bankruptcy Cases, (f) any commercial tort claims accruing tothe Borrower in any capacity, including as insurer, credit enhancer, controlling party or holder of any Zohar II Notes, under or relating to the Zohar IIDocuments or the transactions contemplated thereby, whether for fraud, breach of duty or otherwise, against any person, including any (i) current or formercollateral manager or servicer thereunder; (ii) the agent, administrative agent, collateral agent or lender under any loans owned by any issuer of the Zohar IINotes; or (iii) manager, managing member, director, officer or other controlling party of any portfolio company in which Zohar II CLO has an equity, loanor loan participation interest, (g) any other rights or remedies inuring to the benefit of the Borrower in connection with the Zohar II Notes, whether arisingunder contract or tort and (h) any proceeds with respect to the foregoing, including any recoveries the Borrower acquires from any source in connectionwith such rights.

“ Zohar II Documents ” means the Zohar II Notes and any indenture, supplemental indenture, insurance policy or agreement, indemnityagreement or other legal documentation related to the Zohar II Notes.

“ Zohar II Notes ” means the notes issued by the Zohar II CLO.

“ Zohar II Policy Payment ” means the amount drawn under the Borrower’s policy insuring the Zohar II Notes.

“ Zohar II Prepayment Percentage ” means 85.81%; provided , that notwithstanding the foregoing, after the aggregate amount of proceeds ofthe Zohar II Collateral retained by or paid to the Borrower pursuant to Section 2.04(c)(ii)(C) equals $54,735,186.31, the Zohar II Prepayment Percentageshall equal 100%.

SECTION 1.02. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Wheneverthe context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,” and“including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect asthe word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall beconstrued as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to anyrestrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include suchPerson’s successors and assigns, (c) the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to thisAgreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, and Schedules shall be construed to referto Articles and Sections of, and Schedules to, this Agreement (e) the words “asset” and “property” shall be construed to have the same meaning and effectand to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and general intangibles and (f) references tosections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adoptedby the SEC from time to time.

SECTION 1.03. Specified Times and Dates; Determinations . All times specified in this Agreement shall be determined, unless stated specificallyherein to the contrary, on the basis of the prevailing time in New York City. Unless stated specifically herein to the contrary, if any day or date specified inthis Agreement for any notice, action or event is not a Business Day, then the due date for

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such notice, action or event shall be extended to the immediately succeeding Business Day; provided that interest shall accrue on any payments due by theBorrower which are extended by the operation of this Section 1.03. Any determination by the Lender hereunder shall, in the absence of manifest error, beconclusive and binding.

ARTICLE IITHE LOAN

SECTION 2.01. Loan . Subject to the terms and conditions and relying upon the representations and warranties set forth herein, the Lender herebyagrees to make the Tranche A Loan to the Borrower on the Refinancing Closing Date in the aggregate principal amount of $277,678,000.00 (the “ InitialRefinancing Loan ”). Subject to the terms and conditions and relying upon the representations and warranties set forth herein, the Lender hereby agrees tomake the Tranche B Loan to the Borrower on the Refinancing Closing Date in the aggregate principal amount of $53,836,742.98. Upon the RefinancingClosing Date, the amount of the Commitment shall be reduced by the amount of the Initial Refinancing Loan and the Tranche B Loan.

SECTION 2.02. Repayment of Loan . Any principal of any Loan not previously paid shall be payable on the Final Maturity Date.

SECTION 2.03. Interest .

(a) Loan . The Loan shall bear interest on the unpaid principal amount thereof from the borrowing date thereof, and any past due interestamounts thereon, until payment in full thereof. Interest shall be payable in cash in arrears (a) quarterly on each Interest Payment Date in respect of theInterest Period ending on such Interest Payment Date, (b) on the date of each prepayment (on the principal amount prepaid) and (c) on the Final MaturityDate. Notwithstanding the foregoing, on any Interest Payment Date, in the event the amounts paid pursuant to Section 2.04(c), are insufficient to payaccrued interest in cash, the Borrower may pay such shortfall as PIK Interest; provided , however , that on any Interest Payment Date before the Senior NoteCollection Date, the Borrower shall pay all accrued interest on the Tranche B Loan as PIK Interest. During the continuation of any Default, the Borrowershall not be entitled to pay interest on the Loan as PIK Interest. If the Borrower elects to pay interest through the payment of PIK Interest, the Borrowershall deliver a notice of such election to the Lender by no later than the third Business Day prior to the Interest Payment Date.

On any Interest Payment Date with respect to which the Borrower has elected to or is required to pay PIK Interest the principal amount of such Loan shallbe so increased (the aggregate amount of such increases to principal, the “ PIK Principal ”) and following such increase, interest shall accrue and be paid onthe increased principal amount of such Loan. For the avoidance of doubt, PIK Interest paid in respect of (a) the Tranche A Loan shall have the effect ofincreasing the principal amount of the Tranche A Loan, and (b) the Tranche B Loan shall have the effect of increasing the principal amount of the TrancheB Loan.

(b) Interest Rate . The interest rate for the Loan shall be 12% per annum.

(c) Default Interest . After the occurrence and during the continuance of an Event of Default, to the extent permitted by applicable law, theBorrower shall pay on demand, on the principal amount of the outstanding Loan and any overdue interest, interest at a rate per annum equal to 5% perannum plus the interest rate applicable to the Loan.

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(d) Maximum Interest Rate . Notwithstanding anything in any Credit Document to the contrary, in no event shall the interest charged under anyCredit Document exceed the maximum rate of interest permitted under applicable law. Any interest payment which would cause the interest charged toexceed the maximum rate permitted shall instead be held by the Lender to the extent of such excess as additional Collateral hereunder and applied to futureinterest payments as and when such amount becomes due and payable hereunder.

(e) Calculations . Interest shall be calculated on the basis of a year of 360 days. In computing interest on the Loan (or interest on past dueinterest), the date of the making of the Loan shall be included and the date of payment of the Loan shall be excluded. For purposes of calculating interest, nopayments shall be deemed to have been made on the Tranche A Loan until the Lender shall have made payments in the same amount on the Senior Notesunder the Senior Indenture.

SECTION 2.04. Prepayment of Loan .

(a) Optional Prepayment . The Borrower shall have the right to prepay the Tranche A Loan at any time in whole or from time to time in part.The Borrower shall not be permitted to prepay the Tranche B Loan in whole or from time to time in part on any day that there are outstanding obligationsunder the Senior Facility; thereafter, the Borrower shall have the right to prepay the Tranche B Loan at any time in whole or from time to time in part.

(b) Notices . Any prepayment pursuant to Section 2.04(a) shall be made on at least 30 days’ (or such shorter period as shall be agreed to by theLender) prior written notice to the Lender.

(c) Mandatory Prepayment .

(i) If the Borrower receives any cash proceeds of the Zohar I Collateral, then on or before the second (2nd) Business Day after receipt of suchproceeds the Borrower shall deliver such cash proceeds to the Lender for deposit into the Collection Account and on the first Interest Payment Datethereafter, the Lender shall (A) use all such cash proceeds to pay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal,and (B) prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with any remaining proceeds; providedthat any such cash proceeds received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be appliedin accordance with clauses (A) and (B) hereof on the Interest Payment Date after such Interest Payment Date.

(ii) If the Borrower receives any cash proceeds of the Zohar II Collateral, then on or before the second (2nd) Business Day after receipt of suchproceeds the Borrower shall deliver such cash proceeds to the Lender for deposit into the Collection Account and on the first Interest Payment Datethereafter, the Lender shall (A) use the Zohar II Prepayment Percentage of such cash proceeds (the “ Zohar II Prepayment Proceeds ”) to (x) first ,pay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and (y) second , prepay the outstanding principal of theApplicable Tranche (including any Make-Whole Premium) with any remaining Zohar II Prepayment Proceeds; and (B) pay the Borrower cash in theamount of the MBIA Corp. Percentage of such cash proceeds. Any cash proceeds described in this clause (c)(ii) that are received by the Lender after11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied in accordance with clauses (A) and (B) hereof on theInterest Payment Date after such Interest Payment Date.

(iii) If, on the last day of any fiscal quarter of the Borrower, beginning with the fiscal quarter ending June 30, 2019 (x) the Borrower’s AvailableLiquidity exceeds $100,000,000 and (y) the Borrower’s Statutory Surplus exceeds $250,000,000, the Borrower shall, following the submission of itsstatutory financial statement for such quarter to NYDFS, promptly seek approval

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or non-disapproval from NYDFS (“ NYDFS Approval ”) to make a prepayment under this Section 2.04(c)(iii) and, on or before the second (2nd)Business Day after (A) receipt of NYDFS Approval or (B) if no notice of disapproval is received from NYDFS, 30 days (or such longer time periodas may be (i) reasonably necessary to respond to requests from NYDFS for additional information or documents in connection with such request forapproval or (ii) requested by NYDFS in reviewing such request for approval) after the Borrower requested approval from NYDFS, the Borrower shalldeliver cash in an amount equal to the Cash Sweep Amount to the Lender for deposit into the Collection Account and, on the first Interest Paymentdate thereafter, the Lender shall apply such cash to (AA) accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and then(BB) prepay the outstanding principal of the Applicable Tranche (including any Make-Whole Premium) with the remaining Cash Sweep Amount. Inthe event the NYDFS objects to or otherwise prevents any portion of the payments described in this Section 2.04(c)(iii), the Borrower shall, subject toNYDFS Approval to make such payment, pay all approved portions of the Cash Sweep Amount, as provided for herein. Any portion of the CashSweep Amount that is received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied inaccordance with clauses (AA) and (BB) hereof on the Interest Payment Date after such Interest Payment Date.

(d) The Borrower shall pay to the Lender the Make-Whole Premium, if any, in connection with any prepayment of any outstanding principal ofthe Loan.

(e) All payments under this Section 2.04 (other than, for the avoidance of doubt, payments described in clause (c)(ii)(B) above) shall be appliedby the Lender as follows: first , to the payment of all accrued but unpaid interest on the Tranche A Loan, including any PIK Principal; second , to therepayment of the then outstanding principal of the Tranche A Loan; third , if the Tranche A Loan has been paid in full, to the payment of all accrued butunpaid interest on the Tranche B Loan; and fourth , if the Tranche A Loan has been paid in full, to the repayment of the then outstanding principal amountof the Tranche B Loan.

(f) Any PIK Principal paid pursuant to this Section 2.04 shall reduce the principal amount of the Loan with respect to such PIK Principal.

(g) The Borrower hereby grants a security interest to the Lender in any amounts deposited by the Borrower in the Collection Account assecurity for the Borrower’s obligations to the Lender under the Credit Documents

SECTION 2.05. Note . The Tranche A Loan and the Tranche B Loan made by the Lender to the Borrower shall be evidenced by the Tranche A Noteand the Tranche B Note, respectively, duly executed by or on behalf of the Borrower, delivered and payable to the Lender in an aggregate principal amountequal to the Loan plus interest added to the principal as provided under this Agreement. Additional terms and conditions relating to the Loan are set forth inthe Notes. The Notes are hereby referenced and incorporated herein as if set forth in their entirety. The Lender, acting solely for tax purposes as an agent ofthe Borrower, shall maintain its records to reflect the amount and date of the Loan (including stated interest thereon) and the holders thereof and eachpayment of principal and interest thereon (the “ Register ”). All such records shall, absent manifest error, be conclusive as to the outstanding principalamount hereof; provided , however , that the failure to make any notation to the Lender’s records shall not limit or otherwise affect the obligations of theBorrower to repay the Loan.

SECTION 2.06. Taxes . (a) Any and all payments made by the Borrower hereunder shall be made free and clear of and without deduction for anyTaxes to the extent attributable to the Loan or the Collateral, unless required by law. If any applicable law (as determined in the good faith discretion of the

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Lender) requires deduction or withholding of any Tax from any such payment made by the Borrower, then the Borrower shall be entitled to make suchdeduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicablelaw and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction orwithholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.06) the Lender receivesan amount equal to the sum it would have received had no such deduction or withholding been made.

(b) The Borrower shall pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes.

(c) The Borrower hereby indemnifies (i) the Lender for the full amount of any Indemnified Taxes paid by the Lender and (ii) each Senior NoteHolder for the full amount of Taxes paid by such Senior Note Holder that are described in clause (b) of the definition of Other Taxes (other than such taxesand expenses payable by reason of the gross negligence or willful misconduct of the Lender or such Senior Note Holder) and any liability (includingpenalties, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes were correctly or legally asserted. Payment pursuant tothis indemnification shall be made as soon as reasonably practicable upon written demand thereof. The obligations of the Borrower under this paragraphshall survive the termination of this Agreement.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES

The Borrower acknowledges that the Lender has used proceeds from the issuance of Securities (under the Senior Facility and the SubordinatedFacility) to the Note Holders to make the Loan, that the Note Holders and the Senior Trustee are relying on the representations and warranties made by theBorrower hereunder and are express beneficiaries hereof, and represents and warrants to the Lender on the date hereof and on the date of the making of eachLoan that:

SECTION 3.01. Organization; Powers; Authorization; Enforceability, Etc . (a) The Borrower is a corporation organized under the laws of the State ofNew York and is duly organized, validly existing, licensed as an insurance company and is in good standing under the laws of the jurisdiction of itsorganization, is licensed or authorized and duly qualified to do business in and is in good standing in every jurisdiction where the failure to so qualify wouldreasonably be expected to have or cause a Material Adverse Effect, and has all powers and all governmental licenses, authorizations, consents and approvalsrequired to carry on its business as now conducted except where the failure to obtain such licenses, authorizations, consents and approvals would notreasonably be expected to result in a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of this Agreement and eachother Credit Document to which the Borrower is a party have been duly authorized by the Borrower, and do not conflict with, and will not result in aviolation of, or constitute or give rise to an event of default under (i) any of the Borrower’s organizational documents, (ii) any agreement or other instrumentwhich may be binding upon the Borrower, (iii) any law or governmental regulation or court decree or order applicable to it or its properties, except, in thecase of (ii) and (iii), where such conflict, violation or event of default would not reasonably be expected to result in a Material Adverse Effect. TheTransactions do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, other than as alreadybeen obtained. The Borrower has the power and authority to enter into this Agreement and each other Credit Document to which it is a party and has thepower and authority to grant collateral security for the Loan. The Borrower has the further power and authority to own and to hold all of its assets andproperties, and to carry on its business as now conducted.

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SECTION 3.02. Indebtedness . The Borrower does not have any Indebtedness other than as set forth on Schedule I and Indebtedness under the CreditDocuments.

SECTION 3.03. Liens . Except as set forth on Schedule II , the Borrower owns and has good title to all of its properties and assets, including, but notlimited to, its rights in respect of the Collateral, free and clear of all security interests, and has not executed any security documents or authorized the filingof any financing statements relating to such properties and assets. All of the material properties and assets of the Borrower are titled in its name, except asotherwise required or permitted under any Credit Document or if the lack thereof would have no more than a de minimis adverse effect on the Borrower.

SECTION 3.04. Litigation . Except as set forth on Schedule V , there are no suits, investigations or proceedings pending, or to the knowledge of theBorrower, threatened against or adversely affecting it or its assets, before any court or by any governmental agency, which would reasonably be expected tohave or cause a Material Adverse Effect.

SECTION 3.05. Tax Returns . All of the Borrower’s federal and material state and local tax returns and reports that are or were required to be filedhave been filed (or an extension has been timely and duly requested), and all material amounts of Taxes, assessments and other governmental chargesshown as due thereon have been paid in full, except (a) those that are not yet delinquent and those presently being or to be contested in good faith and forwhich adequate reserves have been provided, and (b) to the extent that the failure to do so would not reasonably be expected to have a Material AdverseEffect.

SECTION 3.06. Lien Priority . The security interests in the Collateral granted to the Lender by the Borrower pursuant to the Credit Documents arevalid and perfected. The Borrower has not entered into or granted any security agreements, or permitted the filing or attachment of any security interests onor affecting any of the Collateral, that would be prior or that may in any way be superior to the security interests granted under the Credit Documents andrights in and to such Collateral.

SECTION 3.07. Binding Effect . This Agreement and all other Credit Documents executed by the Borrower are (or, in the case of the CollectionAccount Control Agreement, upon execution and delivery will be) binding upon the Borrower and are legally enforceable against the Borrower inaccordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting theenforcement of creditors’ rights generally or equitable principles relating to enforceability.

SECTION 3.08. Employee Benefit Plans . Neither the Borrower nor any ERISA Affiliate maintains, contributes to or has any obligation to contributeto any Plan. Further, the Borrower is not, and is not acting on behalf of or with any assets of, any Plan, nor will it be during the term of any CreditDocument.

SECTION 3.09. Investment Company . The Borrower is not required to be registered as an “investment company” under the 1940 Act.

SECTION 3.10. Location of Records . Other than any documents held by the Custodian, the Borrower keeps its records concerning the Collateral inits own office.

SECTION 3.11. Information . All written information heretofore or contemporaneously herewith furnished by the Borrower to the Lender for thepurposes of or in connection with this Agreement or any transaction contemplated hereby (other than with respect to projected financial and other forward-looking information) is, and all information hereafter furnished by or on behalf of the

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Borrower will be, true and accurate in all material respects on the date as of which such information is dated or certified; and none of such information is orwill be incomplete by omitting to state any material fact necessary to make such information not misleading in any material respect; provided that withrespect to information concerning the Collateral which was not prepared by the Borrower, the Borrower makes such representation only to the extent of itsknowledge. With respect to projected financial and other forward-looking information, the Borrower represents only that such information was prepared ingood faith based upon assumptions believed by the Borrower to be reasonable at the time prepared.

SECTION 3.12. Solvency and Capitalization . After giving effect to the Loan, the Borrower and the Borrower and its subsidiaries on a consolidatedbasis is not, nor will it be, “insolvent” within the meaning of (a) Section 101(32) of the United States Bankruptcy Code, as amended, (b) Section 271 of theDebtor and Creditor Law of the State of New York, as amended, or (c) Section 1309 of the New York Insurance Law, as amended. The Borrower and itssubsidiaries are adequately capitalized after giving effect to the Loan, the Senior Facility, and the Subordinated Facility.

SECTION 3.13. Fiscal Year . The fiscal year of the Borrower ends on December 31.

SECTION 3.14. Compliance with Applicable Laws . The Borrower has complied with (and will comply with), in all material respects, all federal,state or local laws applicable to it, including, but not limited to, the requirements of the insurance laws and regulations of its respective jurisdiction ofincorporation and the insurance laws and regulations of other jurisdictions which are applicable to it, except where the failure to so comply would notreasonably be expect to have a Material Adverse Effect. The Borrower has filed all notices, reports, documents or other information required to be filedthereunder, except where the failure to file such notices, reports, documents or other information would not reasonably be expected to have a MaterialAdverse Effect. The Borrower has not received any notification from any insurance regulatory authority to the effect that any additional authorization,approval, order, consent, license, certificate, permit, registration or qualification from such insurance regulatory authority is needed to be obtained by theBorrower except where the failure to obtain such additional authorization, approval, order, consent, license, certificate, permit, registration or qualificationwould not reasonably be expected to have a Material Adverse Effect.

SECTION 3.15. Material Adverse Effect . Except as disclosed in its public filings prior to the Refinancing Closing Date, no Material Adverse Effecthas occurred since December 31, 2015. Except as publicly disclosed prior to the Refinancing Closing Date, the Borrower does not have actual knowledgethat since December 31, 2015, (a) there has been a material deterioration in the value, quality or condition of the Collateral and (b) any material PortfolioCompany or group of Portfolio Companies, has suffered a material adverse effect on its business, assets, financial condition or results of operations or itsability to perform any of its payment obligations owed to the Zohar I CLO or the Zohar II CLO, as applicable.

SECTION 3.16. Commissions to Third Parties; Fraudulent Conveyance . The Borrower has not dealt with any broker or agent or other Person whomight be entitled to a fee, commission or compensation in connection with the transactions contemplated by the Credit Documents.

SECTION 3.17. Securities Act Registration . There are no contracts, agreements or understandings between the Borrower and any Person grantingsuch Person the right to require the filing at any time of a registration statement under the Securities Act with respect to the Loan.

SECTION 3.18. Anti-Corruption Laws . Neither the Borrower nor, to its knowledge, any director, officer, agent or employee of the Borrower is awareof or has taken any action, directly or indirectly, that would result in a violation in any material respect by such persons of any Anti-Corruption Laws. Theoperations of the Borrower are conducted and, to its knowledge, have been conducted in all

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material respects in compliance with the applicable Anti-Corruption Laws, and no action, suit or proceeding by or before any court or governmental agency,authority or body or any arbitrator involving the Borrower with respect to any Anti-Corruption Laws is pending or, to the knowledge of the Borrower,threatened.

SECTION 3.19. Office of Foreign Assets Control . Neither the Borrower, nor, to its knowledge, any of its directors, officers, agents, or employees, isa Person that is, or is owned or controlled by Persons that are (a) the subject of any Sanctions or (b) located, organized or resident in a country or territorythat is, or whose government is, the subject of Sanctions; including, without limitation, Cuba, Iran, North Korea, Sudan and Syria; and the Borrower herebycovenants that it will not directly or indirectly use the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to anySubsidiary, joint venture partner or other Person, to fund activities of or business with any Person, or in any country or territory, that at the time of suchfunding or facilitation, is the subject of Sanctions, or in a manner that would otherwise cause any Person to violate any Sanctions.

SECTION 3.20. [Reserved].

SECTION 3.21. Environmental Compliance .

(a) The Borrower is not subject to any Environmental Liability that would reasonably be expected to have a Material Adverse Effect.

(b) Except as would not reasonably be expected to have a Material Adverse Effect, (i) none of the properties currently, or to the knowledge ofthe Borrower, formerly owned or operated by, the Borrower is listed or, to the knowledge of the Borrower, proposed for listing on the NPL or on the SEMS,CERCLIS or any analogous foreign, state or local list, (ii) there are no and, to the knowledge of the Borrower, there never have been any underground oraboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated,stored or disposed on any property currently owned or operated by the Borrower or, to the knowledge of the Borrower, on any property formerly owned oroperated by the Borrower, (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by the Borrower requiringinvestigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to any Environmental Law and(iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the knowledge of the Borrower, formerly ownedor operated by the Borrower, except for such releases, discharges and disposals that were in compliance with Environmental Laws.

(c) None of the real property owned by the Borrower contains any Hazardous Materials in amounts or in concentrations which constitute aviolation of, or require remedial action under, Environmental Laws or otherwise could reasonably be expected to give rise to an Environmental Liability,except for any such violations, remedial actions and liabilities that would not reasonably be expected to have, individually or in the aggregate, a MaterialAdverse Effect.

(d) The Borrower is not undertaking, and has not completed, either individually or together with other potentially responsible parties, anyinvestigation, remediation, mitigation, removal, assessment or remedial, response or corrective action relating to any actual or threatened release, dischargeor disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or therequirements of any Environmental Law, except for any such investigations or assessments or remedial or responsive actions that, individually or in theaggregate, would not reasonably be expected to result in a Material Adverse Effect.

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(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or, to the knowledgeof the Borrower, formerly owned or operated by the Borrower have been disposed of in a manner not reasonably expected to result in liability to theBorrower that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.22. Financial Statements . The most recent statutory financial statements filed by the Borrower with its insurance regulators fairly presentin all material respects the financial condition of the Borrower as of the date thereof and their results of operations for the period covered thereby inaccordance with statutory accounting principles permitted or required for insurers domiciled in New York, consistently applied throughout the periodcovered thereby, except as otherwise expressly noted therein. The reserves of the Borrower as presented in such financial statements are computed inaccordance with presently accepted actuarial standards consistently applied and are fairly stated, in accordance with sound actuarial principles, are based onactuarial assumptions that produce reserves at least as great as those called for in any contract provision as to reserve basis and method, are in accordancewith all other contract provisions, meet the requirements of applicable law, are at least as great as the minimum aggregate amounts required by therequirements of the NYDFS, are computed on the basis of assumptions consistent with those used in computing the corresponding items in the annualstatement of the preceding year-end and include provision for all actuarial reserves and related statement items which ought to be established.

SECTION 3.23. Margin Regulations .

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carryingmargin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and noproceeds of the Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any marginstock.

(b) Neither the making of the Loan nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or RegulationX of the FRB.

ARTICLE IVCONDITIONS

SECTION 4.01. Refinancing Closing Date . The obligations of the Lender to make the Initial Refinancing Loan to the Borrower hereunder is subjectto the satisfaction of the following conditions (any or all of which may be waived by the Lender and the Majority Senior Note Holders):

(a) The Borrower shall have provided the Lender with all Credit Documents (other than the Collection Account Control Agreement), fullyexecuted and in form reasonably satisfactory to the Lender, and any other documents required under this Agreement. Each such Credit Document shall be infull force and effect and shall be binding upon the parties thereto (other than the Lender) and legally enforceable against them in accordance with its terms,except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally orequitable principles relating to enforceability. No party to any Credit Document (other than the Lender) shall be in breach or default of its obligationsthereunder. The NYDFS shall have, in writing, confirmed that no application to, review by, approval or non-objection of NYDFS is required with respect tothe transactions contemplated by this Agreement.

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(b) The Lender shall have received in form and substance reasonably satisfactory to the Lender an Officer’s Certificate from the Borrower,dated the Refinancing Closing Date, certifying (i) as to its Certificate of Incorporation, Bylaws, good standing certificate, resolutions authorizing theTransactions and incumbency of officers signing the Credit Documents and (ii) that each of the representations and warranties of the Borrower set forth inthe Credit Documents are true and correct.

(c) The Lender and the Note Holders shall have received in form and substance reasonably satisfactory to the Lender opinions of counsel to theBorrower regarding (i) certain corporate and perfection matters relating to the Credit Documents, (ii) the Investment Company Act status of the Borrower,and (iii) such other matters as the Lender may reasonably request.

(d) The Senior Facility and the Subordinated Facility shall have been consummated.

(e) (i) The representations and warranties set forth in Article III hereof and in any document delivered herewith, shall be true and correct withthe same effect as though made on and as of such date; (ii) the Lender shall be satisfied that no event has occurred which would reasonably be expected tohave a Material Adverse Effect and that no fraud or intentional misconduct has taken place by or at the Borrower between the date hereof and theRefinancing Closing Date; (iii) the Borrower shall be in compliance with all the terms and provisions contained herein and in the Credit Documents to beobserved or performed; and (iv) no Default shall have occurred and be continuing.

ARTICLE VCOVENANTS

Until the termination of the Commitment and the principal of and interest on the Loan and all fees and other Obligations payable under theCredit Documents shall have been paid in full, the Borrower acknowledges that the Lender has used proceeds from the issuance of Securities (as defined inthe Senior Facility and the Subordinated Facility) to the Note Holders to make the Loan, that the Note Holders are relying on the representations andwarranties made by the Borrower hereunder and are express beneficiaries hereof, and covenants and agrees with the Lender that:

SECTION 5.01. Financial Reports and Other Information .

(a) Financial Statements . The Borrower shall deliver to the Lender, the Note Holders and the Senior Trustee the items listed in clauses(i) through (v) of this Section 5.01(a). Such delivery obligation may be satisfied by causing these items to be made available on the datasite, maintained inaccordance with clause (d) of this Section 5.01, or MBIA’s website. For the avoidance of doubt, this section shall not limit the public disclosurerequirements set forth in Section 7.12(b):

(i) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the statutory financialstatements of the Borrower for such fiscal year filed with the Borrower’s regulators

(ii) as soon as available, but in any event within 45 days after the end of each of the fiscal quarters of each fiscal year of the Borrower endingafter the date hereof, a copy of the statutory financial statements of the Borrower for such fiscal quarter filed with the Borrower’s regulators

(iii) as soon as available, but in any event within 10 days after the end of each calendar month of each fiscal year of the Borrower ending afterthe date hereof, a report based solely on information received by the Borrower setting forth all cash generated by the Collateral, which report shallinclude the amount of cash generated and the source of such cash and/or how such cash was generated and any cash proceeds of any Collateral that issold, liquidated or otherwise disposed of during such period.

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(iv) [Reserved].

(v) no later than the third Business Day prior to each Interest Payment Date, a completed Interest and Principal Payment Certification for suchInterest Payment Date.

(b) Certificates; Other Information . The Borrower shall deliver to the Lender and the Senior Trustee the items listed in clauses (i) through (viii)of this Section 5.01(b). Such delivery obligation may be satisfied by causing these items to be made available on the datasite, maintained in accordance withclause (d) of this Section 5.01, or MBIA’s website. For the avoidance of doubt, this section shall not limit the public disclosure requirements set forth inSection 7.12(b):

(i) as soon as reasonably practicable after receipt by the Borrower, but in no event later than five Business Days after receipt, all reports,documents or other written information received by the Borrower in connection with the Collateral (other than any such items subject to privilege orto confidentiality restrictions that prohibit disclosure to the Lender, the Senior Collateral Agent or the Senior Trustee), including, but not limited to,reports issued by any trustee or custodian of the Zohar I Notes or the Zohar II Notes or the collateral manager under the Zohar I Documents or ZoharII Documents, and any documents related to the Collateral turned over by the former collateral manager of the Zohar I CLO and Zohar II CLO or bythe Portfolio Companies or their representatives;

(ii) in the event the Borrower owns any property, assets or financial interests, which previously constituted collateral securing the Zohar I Notesor Zohar II Notes, reports received by the Borrower from any custodian or collateral manager which is managing such collateral on behalf of theBorrower and any reports generated by the Borrower for internal monitoring purposes;

(iii) as soon as reasonably practicable, any non-privileged updates regarding material developments in any current or future litigations involvingthe Borrower, the Collateral, the Zohar I CLO, the Zohar II CLO or the current or former collateral manager under the Zohar I Documents or theZohar II Documents;

(iv) promptly after the same are available, copies of all annual, regular, periodic and special reports and registration statements which theBorrower may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any Governmental Authority that maybe substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Lender pursuant hereto;

(v) promptly after the assertion or occurrence thereof, notice of any action arising under any Environmental Law against, or of anynoncompliance by, the Borrower with any Environmental Law or Environmental Permit that would reasonably be expected to have a MaterialAdverse Effect;

(vi) promptly, all information related to the receipt of any proceeds by the Borrower from any Collateral;

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(vii) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Borrower or compliance with theterms of the Credit Documents as such information may relate to the Credit Documents, Senior Facility or Subordinated Facility, as the Lender mayfrom time to time reasonably request; and

(viii) promptly, a copy of any material item of correspondence, notice, report, response, filing, submission or other written communication fromthe Borrower to the NYDFS or from the NYDFS to the Borrower related to the Senior Facility.

(c) Public/Non-Public Information or Confidential Information . The Borrower shall designate and mark, or cause to be designated and marked,any reports or notices delivered under this Section 5.01 which in its good faith judgement contain Material Non-Public Information or ConfidentialInformation; provided that the determination as to whether any person has received Material Non-Public Information shall be the responsibility of suchPerson and, except to the extent provided in Section 7.12(b) or otherwise in the Credit Documents, the Borrower shall not be obligated under the CreditDocuments to make public any information required to be delivered by it under this Agreement.

(d) Maintenance of Datasite . The Borrower shall maintain, or cause to be maintained, an internet accessible datasite that can be accessed by theLender, the Senior Trustee and the Note Holders (subject to reasonable confidentiality restrictions), which shall contain all of the information required to bedelivered by the Borrower pursuant to this Agreement. Such datasite may be password protected so long as such password is made available to the Lender,the Trustee and the Note Holders. Access to such datasite may be limited to persons who are Eligible Persons who agree to confidentiality provisionsreasonably acceptable to the Borrower. The Borrower agrees that (x) any reports or notices described in subsection (c) above that are posted on such datasiteshall be marked as provided in such subsection (c) and (y) if any other information included on such datasite in its good faith judgment would constituteMaterial Non-Public Information with respect to any securities of the Borrower or otherwise constitute Confidential Information, the Borrower shallsegregate and clearly mark, or shall to cause to be segregated and clearly marked, such information as material non-public information and/or confidentialinformation, as appropriate; provided that the determination as to whether any person has received Material Non-Public Information shall be theresponsibility of such person and, except to the extent provided in Section 7.12(b) or otherwise in the Credit Documents, the Borrower shall not be obligatedunder the Credit Documents to make public any information required to be delivered by it under this Agreement.

SECTION 5.02. Notices . Within three Business Days following the Borrower’s knowledge thereof, the Borrower shall notify the Lender and theSenior Trustee:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c) of the institution of any material litigation not previously disclosed by the Borrower to the Lender, or any material development in anymaterial litigation in each case that is reasonably likely to be adversely determined and would, if adversely determined, be reasonably expected to have amaterial adverse effect on the Collateral or the security interests granted to the Lender thereon, or a Material Adverse Effect, or that seeks to enjoin orotherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated herein; provided that theBorrower shall not be required to provide any information subject to attorney-client privilege; and

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(d) of the occurrence of any ERISA Event, where there is any potential material liability to the Borrower as a result thereof.

Each notice pursuant to this Section shall be accompanied by a statement of an officer of the Borrower setting forth details of the occurrence referred totherein and stating what action the Borrower has taken and proposes to take with respect thereto.

SECTION 5.03. Taxes . The Borrower shall pay, prior to delinquency, all material amounts of Taxes imposed upon it or any of its properties or assetsfor sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, except where (a) it is beingcontested in good faith and for which adequate reserves have been provided, and (b) failure to pay or discharge the same would not reasonably be expectedto result in a Material Adverse Effect.

SECTION 5.04. Corporate Existence, Etc . The Borrower shall (a) preserve, renew and maintain its organizational existence, (b) take all reasonableaction to maintain all rights, privileges (including its good standing, if such concept is applicable in its jurisdiction of organization), permits, licenses andfranchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have aMaterial Adverse Effect or as otherwise permitted hereunder, and (c) preserve or renew all of its preservable or renewable, as applicable, United Statesregistered patents, trademarks, trade names and service marks to the extent permitted by applicable laws of the United States, except for thenon-preservation of which would reasonably be expected to have a Material Adverse Effect or as otherwise permitted hereunder. The Borrower shallconduct its business materially in accordance with that certain letter from the NY Superintendent of Insurance, dated as of February 9, 2009, relating to theBorrower’s transformation transaction, in which the Borrower ceded certain businesses to a new affiliate and became a run-off insurer, except as may beotherwise approved by the NYDFS; provided that the Borrower shall provide prior written notice to the Lender of any such transaction. The Borrower shallassert all defenses to payment, exercise all applicable remedies and seek all available subrogation or other recoveries in respect of its insured obligations tothe same extent as if it had not entered into this Agreement.

SECTION 5.05. Maintenance of Properties . The Borrower shall keep all material property necessary to the proper conduct of the business of theBorrower in good working order and condition (ordinary wear and tear and loss or damage by casualty or condemnation excepted) with such exceptions aswould not reasonably be expected to have a Material Adverse Effect.

SECTION 5.06. Maintenance of Insurance . The Borrower shall maintain with financially sound and reputable insurance companies (in the good faithjudgment of the management of the Borrower), insurance with respect to its properties and business against loss or damage of the kinds customarily insuredagainst by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances bysuch other Persons, and will furnish to the Lender, upon reasonable written request, information presented in reasonable detail as to the insurance so carried.

SECTION 5.07. Compliance with Laws . The Borrower shall comply with the requirements of all applicable Laws and all orders, writs, injunctionsand decrees applicable to it or to its business or property, except if the failure to comply therewith would not reasonably be expected to have a MaterialAdverse Effect.

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SECTION 5.08. Books and Records . The Borrower shall maintain proper books of record and account, in a manner to allow financial statements tobe prepared in conformity with statutory accounting principles permitted or required for insurers domiciled in New York, consistently applied in respect ofall financial transactions and matters involving the assets and business of the Borrower.

SECTION 5.09. Inspection Rights . Upon reasonable notice from the Lender or any Note Holder, the Borrower will permit the Lender (and suchPersons acting for the Lender as the Lender may reasonably designate) or such Note Holder during normal business hours at the Borrower’s sole expensefor two inspections in any consecutive period of twelve months unless an Event of Default is continuing, to visit and inspect any of the properties of theBorrower to examine all of their books and records to make copies and extracts therefrom, including any information about the Collateral or the “Collateral”(as such term is defined in the Senior Facility), (subject to reasonable confidentiality restrictions), and to discuss their respective affairs, finances andaccounts with their respective officers and independent public accountants (and by this provision the Borrower authorizes such accountants to discuss withthe Lender (and such Persons acting for the Lender as the Lender may reasonably designate) or such Note Holder the affairs, finances and accounts of theBorrower), all as often, and to such extent, as may be reasonably requested. The chief financial officer of the Borrower and/or his or her designee shall beafforded the opportunity to be present at any meeting of the Lender and/or Note Holder and such accountants.

SECTION 5.10. Use of Proceeds .

(a) In connection with the optional prepayment of the Original Tranche A Loan pursuant to section 2.04(a) of the Original Credit Agreement,the Borrower shall apply the proceeds of the Initial Refinancing Loan to the full and complete discharge of the Borrower’s obligations under the OriginalTranche A Note in accordance with the terms of the Original Credit Agreement.

(b) The Borrower shall issue the Tranche B Note to the Lender in exchange for the retirement of the Original Tranche B Note, which had aprincipal amount of $38,000,000 and PIK Interest (as defined in the Original Credit Agreement) accrued thereon through the Refinancing Closing Date of$14,410,025.62.

(c) The Lender shall transfer any proceeds it receives in accordance with Section 6.06 THIRD of the Senior Indenture to the Borrower.

SECTION 5.11. Margin Stock . The Borrower shall not (a) engage in the business of extending credit for the purpose of purchasing or carryingmargin stock in violation of Regulations T, U or X of the Board of Governors of the Federal Reserve System or (b) use any proceeds of the Loan for apurpose which violates Regulations T, U or X of the Board of Governors of the Federal Reserve System.

SECTION 5.12. Covenant to Guarantee Obligations and Give Security . Upon the acquisition of any asset which secures the Zohar I Notes or theZohar II Notes, which asset is not already subject to a perfected Lien in favor of the Lender, the Borrower shall, in each case at the Borrower’s expense, atany time and from time to time, promptly execute and deliver any and all instruments, documents and opinions, and take all such other action as the Lenderin its reasonable judgment may deem necessary or desirable in evidencing a grant of security interest in such asset, obtaining the full benefits thereof, or inperfecting and preserving the Liens thereof.

SECTION 5.13. Compliance with Environmental Laws . Except, in each case, to the extent that the failure to do so would not reasonably be expectedto have a Material Adverse Effect, the Borrower shall (a) comply, and make all reasonable efforts to cause all lessees and other Persons operating oroccupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew allEnvironmental Permits necessary

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for its operations and properties and (b) to the extent required under Environmental Laws, conduct any investigation, mitigation, study, sampling andtesting, and undertake any cleanup, removal or remedial, corrective or other action necessary to respond to and remove all Hazardous Materials from any ofits properties, in accordance with the requirements of all Environmental Laws, unless liability for such actions is being contested in good faith.

SECTION 5.14. Maintenance of Collection Account . The Lender has opened and shall maintain the Collection Account. Unless the CollectionAccount is held at the Senior Trustee, the Collection Account shall be subject to the Collection Account Control Agreement.

SECTION 5.15. Further Assurances . Promptly upon request by the Lender, the Senior Collateral Agent or the Majority Senior Note Holders, theBorrower shall (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any CreditDocument or other document or instrument relating to any Collateral and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register andre-register any and all such further acts, deeds, certificates, assurances and other instruments as the Lender may reasonably require from time to time inorder to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Agreement,including acknowledgement of the Liens of the Senior Collateral Agent by the custodian (or participation grantor) of Zohar I Collateral and the collateralmanager of the Zohar I CLO and the Zohar II CLO.


(a) Without limiting any of the other covenants in this Article 5, the Borrower shall (i) conduct its business, and otherwise be, in compliancewith all applicable laws, regulations, ordinances and orders of any governmental or judicial authorities if the failure to comply thereunder would reasonablybe expected to have a Material Adverse Effect; provided , however , that this Section 5.16 shall not require the Borrower to comply with any such law,regulation, ordinance or order if it shall be contesting such law, regulation, ordinance or order in good faith by appropriate proceedings and reserves inconformity with GAAP and statutory accounting principles permitted or required for insurers domiciled in New York have been provided therefor,(ii) comply with all obligations it might have under Anti-Corruption Laws and (iii) comply with all applicable Sanctions imposed on it.

(b) The Borrower shall maintain in effect and enforce policies and procedures intended to ensure compliance by the Borrower and theirrespective officers, directors, employees and agents with Anti-Corruption Laws and Sanctions.

SECTION 5.17. Collateral Information . The Borrower shall use reasonable best efforts to obtain any documents, written information, notices orreports relating to the Collateral, as such documents, information, notices or reports become available, and shall provide them to the Lender, the Senior NoteHolders and the Senior Trustee in accordance with Section 5.01(a)(i) and/or (b)(i).

SECTION 5.18. Liens . The Borrower shall not create, incur, assume or suffer to exist any Lien of any kind upon any of its property, assets orrevenues, whether now owned or hereafter acquired, other than (a) Liens arising by operation of law, (b) Liens under any Credit Document and (c) Liensexisting on the Refinancing Closing Date and listed on Schedule II . The Borrower shall not enter into any material reinsurance agreement, amend or renewany existing material reinsurance agreement, or recapture or commute any risk under any material reinsurance agreement, without the prior written consentof the Lender and the Majority Senior Note Holders.

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SECTION 5.19. Investments . The Borrower shall not make or hold any Investments, other than (a) Investments existing on the Refinancing ClosingDate and listed on Schedule III , (b) Investments in Cash Equivalents and (c) ordinary course Investments (but not, in any event, Investments in MBIA Inc.)in accordance with the Investment Plan.

SECTION 5.20. Indebtedness . The Borrower shall not create, incur, assume or suffer to exist any Indebtedness, other than (a) Indebtedness under theCredit Documents and (b) Indebtedness existing on the Refinancing Closing Date and listed on Schedule I .

SECTION 5.21. Fundamental Changes . The Borrower shall not merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, orDispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or infavor of any Person.

SECTION 5.22. Dispositions . The Borrower shall not make any Disposition other than (i) Dispositions of an equity interest of the Borrower or any ofits Affiliates in MBIA Mexico S.A. de C.V. for fair value in the Borrower’s reasonable business judgment, (ii) Dispositions of Collateral for fair value inthe Borrower’s reasonable business judgment; provided , however , that the Borrower shall provide the Lender, the Loan Administrator, and Senior Trusteewith written notice of any such Dispositions at least 10 Business Days prior to such Disposition (or if such Disposition is to occur sooner than 10 BusinessDays after the Borrower knows of such Disposition no later than the next Business Day after the Borrower knows of such Disposition), (iii) Dispositions ofrights to assets or recoveries that the Borrower receives or is entitled to receive as salvage in respect of claims paid by the Borrower, in each case for fairvalue in the Borrower’s reasonable business judgment, (iv) Dispositions of assets constituting Investments in the ordinary course of business,(v) Dispositions of obsolete assets and (vi) Dispositions for fair value in the Borrower’s reasonable business judgment which, in the aggregate, do notexceed $1,000,000 in any fiscal year.

SECTION 5.23. Dividends . The Borrower shall not declare or pay any dividend or make any other similar payment or distribution on account of itsEquity Interests or to the direct or indirect holders of its Equity Interests in their capacity as such.

SECTION 5.24. Change in Nature of Business; Investment Plan . (a) The Borrower shall not engage in any material line of business substantiallydifferent from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the date hereof or any business reasonably related,complementary, synergistic or ancillary thereto or reasonable extensions thereof. (b) The Borrower shall promptly provide written notice of anyamendments of the Investment Plan to the Lender along with a copy of such amendments.

SECTION 5.25. Transactions with Affiliates . The Borrower shall not enter any transaction of any kind with any Affiliate of the Borrower, whether ornot in the ordinary course of business, other than the Transactions, and any transaction approved or not objected to by the NYDFS; provided that theBorrower shall provide prior written notice to the Lender of any such transaction.

SECTION 5.26. Burdensome Agreements . The Borrower shall not enter into or permit to exist any contractual obligation (other than this Agreementor any other Credit Document) that limits the ability of any Subsidiary to make distributions or dividends to the Borrower.

SECTION 5.27. Accounting Changes . The Borrower shall not make any change in the fiscal year of the Borrower.

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SECTION 5.28. Prepayments, Etc. of Indebtedness; Amendments . The Borrower shall not (a) prepay, redeem, purchase, defease or otherwise satisfyprior to the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated in right of payment to the Loan or any Indebtednessthat is secured on a junior priority basis relative to the Loan by some or all of the Collateral or any unsecured financing or (b) amend, modify or change anyterm or condition of any documentation with respect to any Indebtedness in any manner that is, taken as a whole, materially adverse to the interests of theLender.

SECTION 5.29. Post-Bankruptcy Restrictions . The Borrower shall not, and shall cause MBIA Inc. not to, take or support any challenge of anytransfer made in connection with the Credit Documents as a preference or fraudulent conveyance.

SECTION 5.30. Collateral . The Borrower shall use reasonable best efforts to diligently (i) take all action necessary or advisable to protect and seek tomaximize the value of the Collateral and all recoveries thereon, including the timely enforcement of the Borrower’s rights to, and in respect of, theCollateral; (ii) to the extent reasonably practical and not prohibited by any confidentiality obligations or any applicable law to which the Borrower or MBIAInc. is subject to or bound by, as applicable, consult with the Lender, the Senior Collateral Agent (at the direction of the Majority Senior Note Holders)and/or the Majority Senior Note Holders in connection with the actions described in clause (i) above; and (iii) consider all actions reasonably requested bythe Lender, the Senior Collateral Agent (at the direction of the Majority Senior Note Holders) and/or the Majority Senior Note Holders to enforce theBorrower’s contractual rights to, and in respect of, the Collateral (provided that the determination as to actions to take or not to take shall be theBorrower’s).

ARTICLE VIEVENTS OF DEFAULT

SECTION 6.01. If any of the following events (each an “ Event of Default ”) shall occur:

(a) failure to pay interest on the Loan when such interest becomes due and payable, unless the Borrower has elected to pay interest byincreasing the principal amount of the Loan in accordance with Section 2.03, and such default is continued for two Business Days;

(b) failure to pay principal of (or premium including the Make-Whole Premium, if any, on) the Loan or any other amounts due hereunder whensuch amounts become due and payable and such default continues for two Business Days;

(c) failure to comply with any covenant or agreement provided for in Sections 5.01(a), 5.01(b)(i), 5.02, 5.03, 5.04, 5.07, 5.10, 5.11, 5.12, 5.14,5.16, 5.18, 5.19, 5.20, 5.21, 5.22, 5.23, 5.24, 5.25, 5.26, 5.28, 5.29 and 5.30, or any other provision of this Agreement;

(d) failure to comply with any covenant or agreement provided for in Sections 5.01 (other than 5.01(a) and 5.01(b)(i)), 5.05, 5.06, 5.08, 5.09,5.13, 5.15, 5.17, 5.27, and such default or breach is continued for 15 days;

(e) the (i) Senior Insurance Policy ceases to be in full force and effect (other than in accordance with the terms thereof or pursuant to the termsof the Senior Facility); (ii) the Borrower denies or disaffirms its obligations under the Senior Insurance Policy; or (iii) the Borrower, any rehabilitator,liquidator, conservator or other receiver of the Borrower, or the NYDFS asserts in writing that the Senior Insurance Policy is invalid or unenforceable;

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(f) (i) the Borrower, the Lender or MBIA Inc. shall commence an Insolvency Proceeding, or the Borrower, the Lender or MBIA Inc. shall makea general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower, the Lender or MBIA Inc. any case, proceeding orother action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or(B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Borrower, the Lender orMBIA Inc. any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or anysubstantial part of their assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bondedpending appeal within sixty (60) days from the entry thereof; or (iv) the Borrower, the Lender or MBIA Inc. shall take any action in furtherance of, orindicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower, the Lender or MBIAInc. shall generally not, or shall be unable to, or shall admit in writing their inability to, pay its debts as they become due;

(g) one or more judgments or decrees shall be entered against the Borrower involving in the aggregate a liability (to the extent not covered byinsurance) of $15,000,000 or more and all such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bonded pendingappeal within 60 days from the entry thereof;

(h) (i) the Security Agreement shall for any reason cease to create a valid and perfected first-priority Lien on any portion of the Collateral (otherthan in accordance with the terms of this Agreement or the terms of the Security Agreement) or (ii) the Borrower, any rehabilitator, liquidator, conservatoror other receiver of the Borrower, or the NYDFS asserts in writing that any Lien created under the Security Agreement is invalid or unenforceable;

(i) any “Event of Default” shall occur and continue beyond the applicable cure period, if any, under the (i) Senior Facility, (ii) SubordinatedFacility, or (iii) any other Indebtedness of the Borrower;

(j) any material provision of any Credit Document, at any time after its execution and delivery and for any reason other than as expresslypermitted hereunder or thereunder ceases to be in full force and effect; or the Borrower, the Lender, MBIA Inc. or the NYDFS denies in writing the validityor enforceability of any provision of any Credit Document or the validity or priority of a Lien as required by the Security Agreement, or the Borrower, theLender or MBIA Inc. denies in writing that it has any or further liability or obligation under any Credit Document;

(k) an ERISA Event occurs which results or would reasonably be expected to result in liability of the Borrower in an aggregate amount(determined as of the date of occurrence of such ERISA Event) which would reasonably be expected to result in a Material Adverse Effect or (ii) theBorrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to itswithdrawal liability under Section 4201 of ERISA under any Multiemployer Plan which has resulted or would reasonably be expected to result in liability ofthe Borrower in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect;

(l) a Change of Control shall have occurred; or

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(m) any representation or warranty made or deemed made herein or in any other Credit Document, under the Senior Facility or which iscontained in any certificate, document or financial or other statement furnished at any time under or in connection herewith shall prove to have beenincorrect, false or misleading on or as of the date made or deemed made which failure has a Material Adverse Effect.

then, and in every such event (other than an event with respect to the Borrower described in Section 6.01(g)), and at any time thereafter during thecontinuance of such event, the Lender may by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminatethe Commitment, and thereupon the Commitment shall terminate immediately; (ii) declare the Loan then outstanding to be due and payable in whole (or inpart, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of theLoan so declared to be due and payable, together with accrued interest thereon, any Make-Whole Premium and all fees and other Obligations of theBorrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which arehereby waived by the Borrower; and in case of any event with respect to the Borrower described in Section 6.01(g), the Commitment shall automaticallyterminate and the principal of the Loan then outstanding, together with accrued interest, any Make-Whole Premium thereon and all fees and otherObligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of anykind, all of which are hereby waived by the Borrower; (iii) enforce all of the Liens and security interests created pursuant to the Security Agreement;(iv) apply any cash Collateral held by the Lender to the repayment of the Obligations in accordance Section 6.02; and (v) exercise all rights and remediesavailable to it under the Credit Documents and applicable law.

For the avoidance of doubt, upon an acceleration pursuant to this Section 6.01, the Make-Whole Premium shall be calculated as of the date of suchacceleration and shall be due and owing following such an acceleration. The Borrower will pay the Make-Whole Premium, as compensation to the Lenderfor the loss of its investment opportunity and not as a penalty, whether or not an Event of Default specified in Section 6.01(g) has occurred and (if an Eventof Default specified in Section 6.01(g) has occurred) without regard to whether the event causing such Event of Default is voluntary or involuntary, orwhether payment occurs pursuant to a motion, plan of reorganization, or otherwise, and without regard to whether the Loan and other Obligations aresatisfied or released by foreclosure (whether or not by power of judicial proceeding), deed in lieu of foreclosure or by any other means. The Borroweragrees that payment of the Make-Whole Premium is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES(TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THATPROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE MAKE-WHOLE PREMIUM IN CONNECTION WITH ANY SUCHACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Make-Whole Premium is reasonable and theproduct of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Make-Whole Premium shall be payablenotwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Lender and the Borrowergiving specific consideration in this transaction for such agreement to pay the Make-Whole Premium; and (D) the Borrower shall be estopped hereafterfrom claiming differently than as agreed to in this paragraph. The Borrower expressly acknowledges that its agreement to pay the Make-Whole Premium tothe Lender as herein described is a material inducement to the Lender to make the Loan.

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SECTION 6.02. Application of Money Collected . Any money collected by the Lender pursuant to this Article VI (including upon any realization ofany Lien upon Collateral) shall be applied in the following order:

FIRST: to the payment of all amounts due to third parties pursuant to Section 7.03;

SECOND: to the payment of all amounts due the Lender pursuant to Section 7.03;

THIRD: to the payment of all accrued but unpaid interest, including any PIK Principal, on the Tranche A Loan for application by the Lender inaccordance with the terms of the Senior Facility and, if applicable, the Subordinated Facility;

FOURTH: to the repayment of the outstanding principal amount of the Tranche A Loan and any Make-Whole Premium due in connection therewithfor application by the Lender in accordance with the terms of the Senior Facility and, if applicable, the Subordinated Facility;

FIFTH: to the payment of all accrued but unpaid interest on the Tranche B Loan for application by the Lender in accordance with the terms of theSenior Facility and, if applicable, the Subordinated Facility;

SIXTH: to the repayment of the outstanding principal amount of the Tranche B Loan and any Make-Whole Premium due in connection therewith forapplication by the Lender in accordance with the terms of the Senior Facility and, if applicable, the Subordinated Facility; and

SEVENTH: The balance, if any, to the Borrower.

ARTICLE VIIMISCELLANEOUS

SECTION 7.01. Notices . Except to the extent otherwise provided in this Agreement, any notice or communication to the Borrower, the Lender, theSenior Trustee or the Subordinated Trustee shall be in writing and delivered in person, mailed by first-class mail or sent by email to the following addresses:

If to the Borrower :

MBIA INSURANCE CORPORATIONOne Manhattanville Road, Suite 301Purchase, New York 10577Attention: Anthony ReynoldsEmail: [email protected]

[email protected]@mbia.com

If to the Lender :

MZ FUNDING LLCc/o MBIA Inc.One Manhattanville Road, Suite 301Purchase, New York 10577Attention: Anthony ReynoldsEmail: [email protected]

[email protected]

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If to the Senior Trustee or the Subordinated Trustee :

WILMINGTON SAVINGS FUND SOCIETY, FSB500 Delaware AvenueWilmington, Delaware 19801Attention: Corporate Trust AdministrationEmail: [email protected]

[email protected]

The Borrower, the Lender, the Senior Trustee or the Subordinated Trustee, by notice to the others, may designate additional or different addresses forsubsequent notices or communications.

Except to the extent otherwise provided in this Agreement, any notice or communication required by this Agreement to be delivered to a Note Holder shallbe in writing and delivered in person, mailed by first-class mail or sent by e-mail to the Note Holder at the Note Holder’s address as it appears on theregistration books of the Registrar (or, in the case of Global Securities, sent to the Depositary pursuant to Applicable Procedures) with a copy to the lastknown counsel of any Note Holder that holds greater than 10 percent of the outstanding amount of Senior Notes or Subordinated Notes provided that suchcounsel has been identified as such in a writing delivered to the party delivering the notice or communication. Such notice shall be sufficiently given if sosent within the time prescribed. The terms “Global Securities,” “Depositary,” “Applicable Procedures” and “Registrar” are used in this Section 7.01 asdefined in the Senior Indenture and Subordinated Indenture, as applicable. Failure to mail or otherwise send a notice or communication to (i) a Note Holderor any defect in such notice or communication shall not affect its sufficiency with respect to other Note Holders and (ii) the last known counsel of any NoteHolder will not constitute a Default or an Event of Default hereunder or under the Senior Facility or the Subordinated Facility.

If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it. For the avoidance of doubt, tothe extent that an obligation to deliver a notice or communication to a Note Holder may be satisfied by causing the information to be made available on thedatasite maintained in accordance with Section 5.01(d), the requirement above to deliver a copy to counsel for the Note Holders shall not apply

SECTION 7.02. Amendment and Waiver . No alteration, modification, amendment or waiver of any terms and conditions of any of the CreditDocuments, including, for the avoidance of doubt, a waiver of any Event of Default, shall be effective or enforceable unless set forth in a writing signed bythe Lender and the Senior Trustee at the direction of the Majority Senior Note Holders and to the extent any such alteration, modification, amendment orwaiver affects in any way the rights or obligations of the Senior Trustee or the Subordinated Trustee, signed by the Senior Trustee or the SubordinatedTrustee, as applicable. Without limiting the generality of the foregoing, the making of each Loan shall not be construed as a waiver of any Default,regardless of whether the Lender or any of the Senior Note Holders may have had notice or knowledge of such Default at the time.

SECTION 7.03. Expenses; Indemnity; Damage Waiver .

(a) The Borrower shall pay (x) all reasonable out-of-pocket expenses incurred by the Lender, including but not limited to fees anddisbursements of counsel for the Lender, in connection with the negotiation and preparation of any Credit Documents, the Senior Facility documents, theSubordinated Facility Documents, and all ancillary documents related thereto, including any amendments, modifications or waivers thereto requested oragreed to by the Borrower (whether or not the transactions

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contemplated hereby or thereby shall be consummated), the addition or release of any collateral or the enforcement or protection of the Lender’s rights inconnection with any Credit Documents, the Senior Facility documents, and the Subordinated Facility Documents, including its rights under this Section inconnection with the Loan made hereunder or any workout, restructuring or negotiations in respect thereof and (y) all fees and expenses of third parties,including without limitation, the Senior Trustee, the Senior Collateral Agent, the Subordinated Trustee, the Subordinated Collateral Agent and the LoanAdministrator, arising under any of the Credit Documents, the Senior Facility, the Subordinated Facility, the Company Operating Agreement, and allancillary documents related the foregoing (including any and all indemnification and reimbursement obligations arising thereunder or therefrom) for whichthe Lender is otherwise liable; which in the case of clause (y) shall be payable by the Borrower on an unconditional basis as a primary obligor and notmerely as a surety.

(b) The Borrower shall indemnify the Lender, the Senior Trustee, each Senior Note Holder, the Senior Collateral Agent, the SubordinatedTrustee, the Subordinated Collateral Agent, and each Affiliate, director, officer, employee, agent and advisor of the Lender, the Senior Trustee, each SeniorNote Holder, the Senior Collateral Agent, the Subordinated Trustee, the Subordinated Collateral Agent (each such Person being called an “ Indemnitee ”)against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees anddisbursements of counsel for any Indemnitee (the “ Losses ”), incurred by or asserted against any Indemnitee arising out of, in connection with, or as aresult of, any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of any Credit Document, theperformance of the parties hereto of their respective Obligations thereunder or the consummation of the Transactions or (ii) the Loan or the use of theproceeds therefrom, in each case, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; providedthat such indemnity shall not, as to any Indemnitee, be available to the extent that such Losses are (i) determined by a final judgment of a court ofcompetent jurisdiction to have been incurred by reason of gross negligence, bad faith or willful misconduct of such Indemnitee or (ii) in relation to Taxes(including, without limitation, Indemnified Taxes, Excluded Taxes or Other Taxes), indemnification for all of which shall be governed solely bySection 2.06.

(c) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on anytheory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as aresult of, any Credit Document or any agreement or instrument contemplated thereby, the Transactions, each Loan or the use of the proceeds thereof.

(d) All amounts due under this Section shall be payable promptly after written demand therefor. The Obligations of the Borrower under thisSection shall survive payment in full of the Loan.

SECTION 7.04. Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights or Obligations hereunder and anyattempted assignment or transfer by the Borrower shall be null and void. The Lender may not assign or otherwise transfer all or any portion of theObligations hereunder to any Person without the consent of, or notice to, the Borrower and the Majority Senior Note Holders.

SECTION 7.05. Survival . All covenants, agreements, representations and warranties made by the Borrower in any Credit Document and in thecertificates or other instruments delivered in connection with or pursuant to any Credit Document shall be considered to have been relied upon by the otherparties hereto and shall survive the execution and delivery of each Credit Document and the making of the Loan,

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regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of anyDefault or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as theprincipal of or any accrued interest on the Loan or any fee or any other amount payable under any Credit Document is outstanding and unpaid. Theprovisions of Section 7.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, therepayment of the Loan or the termination of this Agreement or any provision hereof.

SECTION 7.06. Right of Setoff . If any amount payable hereunder or under any other Credit Document is not paid as and when due, the Borrowerhereby authorizes the Lender and each affiliate of the Lender to proceed, to the extent permitted by applicable law, without prior notice, by right of setoff,bankers’ lien, counterclaim or otherwise, against any assets of the Borrower in any currency that may at any time be in the possession of the Lender or suchaffiliate, at any branch or office, to the full extent of all amounts payable to the Lender hereunder or thereunder. The Lender shall give prompt notice to theBorrower after any exercise of the Lender’s rights under the preceding sentence, but the failure to give such notice shall not affect the validity of any of theLender’s actions.

SECTION 7.07. Severability . Any provision of any Credit Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without effecting the validity, legality and enforceability of theremaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any otherjurisdiction.

SECTION 7.08. Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, any Credit Document or any of thetransactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of the rights and duties of theparties hereto shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation, Section 5-1401 etseq. of the New York General Obligations Law but otherwise without regard to principles of conflicts of laws).

(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL ORSTATE COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR INCONNECTION WITH THIS CREDIT AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THEPLACING OF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLELAW, EACH PARTY HERETO HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, INANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCHCOURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,ACTION OR PROCEEDING IS IMPROPER, OR THAT ANY CREDIT DOCUMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BELITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO AGREES NOT TOSEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHERNATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT. EXCEPT ASPROHIBITED BY LAW, EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANYLITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY CREDIT DOCUMENT.

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(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in thisAgreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 7.09. Headings . Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shallnot affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 7.10. Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each ofwhich shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signaturepage of this Agreement or of any other Credit Document by facsimile or electronic transmission shall be effective as delivery of a manually executedcounterpart of this Agreement or of such other Credit Document.

SECTION 7.11. Administration Fee . On an annual basis, the Borrower shall pay to the Lender an administration fee in the amount of $20,000 or suchother amount as may be agreed from time to time by the Borrower and the Lender. Such administration fee or any portion thereof shall be payable on eachSeptember 30 Interest Payment Date, commencing September 30, 2019.

SECTION 7.12. Confidentiality . (a) The Lender agrees to maintain the confidentiality of the Confidential Information, except that ConfidentialInformation may be disclosed (i) to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of theconfidential nature of such Confidential Information and instructed to keep such Information confidential in accordance with customary practices); (ii) tothe extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (iii) to the extent required by applicable laws or regulations or by anysubpoena or similar legal process; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other CreditDocument or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder;(vi) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section 7.12 (or as may otherwise bereasonably acceptable to the Borrower), to (x) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights andobligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under whichpayments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; (vii) with the consent of the Borrower;(viii) to the extent that such Confidential Information (x) becomes publicly available other than as a result of a breach of this Section 7.12, or (y) becomesavailable to the Lender or any of its Affiliates on a nonconfidential basis from a source other than the Borrower or (ix) in accordance with the SeniorFacility.

(b) The Borrower agrees to publicly disclose after each Interest Payment Date, the information described in clauses (i) through (viii) below.Such public disclosure will be made by including such information on a dedicated page on MBIA Inc.’s website or in MBIA Inc.’s periodic SEC Reports.The information to be so disclosed will consist of the following:

(i) all cash received by the Borrower or its Affiliates as proceeds of the Zohar I Collateral or the Zohar II Collateral during the precedingQuarterly Period;

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(ii) all assets obtained by the Borrower or its Affiliates from Zohar I CLO or Zohar II CLO during the preceding Quarterly Period;

(iii) the outstanding principal amount of the Senior Notes after giving effect to all payments on the most recent Interest Payment Date;

(iv) the outstanding principal amount of the Subordinated Notes after giving effect to all payments on the most recent Interest Payment Date;

(v) the interest paid in cash on the Senior Notes (x) on the most recent Interest Payment Date and (y) on any date (other than an InterestPayment Date) during the preceding Quarterly Period;

(vi) the interest paid in cash on the Subordinated Notes (x) on the most recent Interest Payment Date and (y) on any date (other than an InterestPayment Date) during the preceding Quarterly Period;

(vii) the PIK Principal of the Senior Notes and of the Subordinated Notes, in each case, after giving effect to all payments on the most recentInterest Payment Date; and

(viii) the quarterly Interest and Principal Payment Certification for each Interest Payment Date.

(c) The Borrower agrees to publicly disclose on a monthly basis all cash received by the Borrower or its Affiliates as proceeds of the Zohar ICollateral or the Zohar II Collateral during the preceding calendar month. Such public disclosure will be made by including such information on MBIAInc.’s website or in MBIA Inc.’s periodic SEC reports.

SECTION 7.13. Benefits of Agreement . The Senior Trustee, the Subordinated Trustee and Senior Note Holders and their successors and assigns shallbe a third-party beneficiary to the provisions of this Agreement, and shall be entitled to rely upon and directly to enforce such provisions of this Agreement.In exercising any of their voting rights, rights to direct or consent or any other rights as Senior Note Holders under this Agreement, subject to the terms andconditions of this Agreement, the Senior Note Holders shall not have any obligation or duty to any Person to consider or take into account the interests ofany Person and shall not be liable to any Person for any action taken by it or at its discretion or any failure by it to act or to direct that any action be taken,without regard to whether such inaction or action benefits or adversely affects the Borrower or the Lender.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of theday and year first above written.

BORROWER:


By: /s/ Anthony McKiernan Name: Anthony McKiernan Title: Chairman and Chief Financial Officer

Notice Address for Borrower :

MBIA INSURANCE CORPORATIONOne Manhattanville Road, Suite 301Purchase, New York 10577Attention: Anthony Reynolds

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LENDER:

MZ FUNDING LLC


Notice Address for Lender:

MZ FUNDING LLCc/o MBIA Inc.One Manhattanville Road, Suite 301Purchase, New York 10577Attention: Anthony Reynolds

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EXHIBIT A TO CREDIT AGREEMENT

Form of Interest and Principal Payment Certification



Reference is made to (a) the [Subordinated] Indenture, dated as of [•], 2019 [(the “ Senior Indenture ”)]/[(the “ Subordinated Indenture ”)], withrespect to the 12% [Senior Notes]/[Subordinated Notes] due 2022 (the [“ Senior Notes ”]/[“ Subordinated Notes ”]) of MZ Funding LLC and (b) theAmended and Restated Credit Agreement, dated as of [•], 2019 (the “ Credit Agreement ”), between MBIA Insurance Corporation (“ MBIA Corp. ”) andMZ Funding LLC (the “ Company ”). Capitalized terms used in this Certification but not otherwise defined herein have the meanings assigned to them inthe [Senior Indenture]/[Subordinated Indenture] or the Credit Agreement, as applicable.

MBIA Corp. certifies to the Company, and MBIA Corp. and the Company certify to the Trustee and the Note Holders, as follows with respect to thepayment of interest and principal amount of Loans and the [Senior Notes]/[Subordinated Notes] on the Interest Payment Date referenced below: Interest Payment Date: ______________, 20__

Interest Period: 2 From ______________, 20__ to ______________, 20__

CERTIFICATION OF AMOUNTS Funds Available forDebt Service at 11:00a.m. on the 3rd BusinessDay preceding such

Collection Account:

Beginning Amount in Collection Account: 3

$

(A)

Funds collected from Zohar I:

(B)

Funds collected from Zohar II: 4

(C)

Cash Sweep Amount Received: 5 (D) 1 [There will be separate certifications for the Senior Notes and the Subordinated Notes.]/[The following to be included in Subordinated Notes

certification: “Amounts shown are amounts available to pay debt service on the Subordinated Notes; therefore, notwithstanding anything to thecontrary herein, with respect to the Subordinated Notes, all line items other than (H), (J), (K) and (N) will be $0 until the Senior Note CollectionDate.”]

2 See definition in Credit Agreement.3 At close of preceding Interest Payment Date.4 Exclusive of collections payable to MBIA Corp., as provided in (S). See § 2.04(c)(ii)(B) of the Credit Agreement.5 See § 2.04(c)(iii) of the Credit Agreement.

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CERTIFICATION OF AMOUNTS Interest Payment Date: Total Funds Available in Collection Account: 6 $ (E)

Other:

Additional Amount to be paid by MBIA Corp.: 7 $ (F)

Total Funds Available for Debt Service 8 : $ (G)

Interest Payable: Total Interest Payable on the Interest Payment Date: 9 $ (H)

Cash Interest Payment Amount being Paid in Cash on theInterest Payment Date: 10 $ (I)

PIK Interest Increase Amount on the Interest Payment Date:11 $ (J)

Outstanding PIK Principal Accrued to Date: $ (K)

PIK Principal being Paid in Cash on the Interest PaymentDate: 12 $ (L)

6 (E) = (A) + (B) + (C) + (D).7 At MBIA Corp.’s option.8 (G) = (E) + (F). With respect to the Subordinated Notes, this will be $0 until the Senior Collection Date.9 Weighted average principal amount (including PIK Principal) of [Senior Notes]/[Subordinated Notes] outstanding during the Interest Period x 12% x

number of days in Interest Period/360.10 (I) = (H), but not more than (G).11 (J) = (H) – (I).12 (L) = (G) – (I), but not greater than (K).

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CERTIFICATION OF AMOUNTS Principal AmountPayable:

Amount Available to Pay Principal and Make-WholePremium on the Interest Payment Date: 13 $ (M)

Make-Whole Premium on the Interest Payment Date: 14 % (N)

Amount Available to Pay Principal: 15 $ (O)

Principal Amount being Paid in Cash on the InterestPayment Date: 16 $ (P)

Amount of Make-Whole Premium being Paid in Cash on theInterest Payment Date: 17 $ (Q)

Transfers fromAccounts:

Amount to be transferred from Collection Account toDistribution Account: 18 $ (R)

Amount to be transferred from the Collection Account toMBIA Corp.: 19 $ (S)

13 (M) = (G) – (I) – (L).14 See § 1.01 of the [Senior Indenture]/[Subordinated Indenture] (“Make-Whole Premium”).15 (O) = (M) ÷ (100% + (N)).16 Amount of principal being paid in cash on the Interest Payment Date, but not more than (O).17 (Q) = (P) x (N).18 (R) = (I) + (L) + (P) + (Q), but not greater than (E).19 See Footnote 4 and § 2.04(c)(ii)(B) of the Credit Agreement.

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In accordance with the Senior Indenture, the Company hereby instructs the Trustee to effect the transfers in (R) and (S) and, on the Interest PaymentDate, to pay to the registered holders the interest payments in (I), the principal payments in (P) and the Make-Whole Premium in (Q) to the extent of thefunds available therefor in the Distribution Account.

IN WITNESS WHEREOF, MBIA Corp. and MZ Funding LLC have duly executed this Certification for delivery to the Trustee pursuant to the SeniorIndenture and the Credit Agreement as of the date written below.


By: Name: Title:

MZ FUNDING LLC

By: Name: Title:

Dated: _______________, 20__

[Certification Signature Page]

SCHEDULE I TO CREDIT AGREEMENT

(Indebtedness) 1. Any unpaid advances made to the Borrower pursuant to the Advances Agreement, dated on or about January 5, 2016, by and among National Public

Finance Guarantee Corporation, MBIA Inc., the Borrower and any other affiliates of National Public Finance Guarantee Corporation which maybecome parties to the agreement from time to time.

2. 14% Fixed-to-Floating Rate Surplus Notes

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SCHEDULE II TO CREDIT AGREEMENT

(Liens) 1. The lien on the trust account to secure payment on new policies to be issued by the Borrower replacing existing Financial Guaranty Insurance Policies

numbers 503270 and 504220 issued by MBIA México, S.A. de C.V., the Borrower’s affiliate insurance company in Mexico, in the amount of thecurrent capital account held in such Mexico affiliate. Replacement of the policies is part of the liquidation and dissolution of the Mexico office,including the transfer of net assets and reserves to the Borrower.

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SCHEDULE III TO CREDIT AGREEMENT

(Investments) 1. Any Investments made by the Borrower in connection with the remediation of any policy issued by the Borrower or the recovery of any claim

payment made under any policy issued by the Borrower.

2. The Borrower wholly owns MBIA Mexico S.A. de C.V., a Mexican corporation.

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SCHEDULE IV TO CREDIT AGREEMENT

(Investment Plan)

[See Attached]

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October, 2018

MBIA Insurance CorporationStatement of Investment Objectives & Guidelines

Section I. Objectives

A. Maintenance of adequate liquidity to meet claims-paying and other corporate needs as estimated by the MBIA Insurance Corporation CashFlow Forecast.

B. Subject to A. above, optimization of after-tax investment income.

C. Subject to A. and B. above, optimization of long-term total returns.

In seeking to achieve these objectives, MBIA Corp. will monitor, evaluate and report on the performance of its investment managers and the portfolio usingappropriate benchmarks. In addition, MBIA Corp. will comply with regulatory constraints or limitations.

Section II. New York Insurance Law Investment Requirements

In addition to the requirements set forth below, and pursuant to NYIL Section 1409, a financial guaranty insurer domiciled in New York generally may nothave more than 10% of its admitted assets (as shown in its last filed statutory financial statement) invested in, or loaned upon, the securities of any oneinstitution. Such limitation does not apply to (i) government obligations eligible as Tier 1 investments under NYIL Section 1402, (ii) shares in otherinsurance companies pursuant to NYIL Section 1408, and (iii) certain mortgage-related securities as set forth in NYIL Section 1409(c).

Also, a New York domiciled financial guaranty insurer’s investments in any one entity insured by that insurer may not exceed 4% of its admitted assets asof last year-end (except for investments payable or guaranteed by a U.S. governmental unit or New York state if such investments are rated in one of the toptwo general lettered rating classifications by a securities rating agency acceptable to the Superintendent). NYIL Section 6902(a)(4).

All financial guaranty insurers domiciled in New York are subject to the requirements outlined below regarding their investments. In particular, there arethree investment categories under the New York Insurance Law (“NYIL”) for New York financial guaranty insurers. These categories include: (i) minimumsurplus to policyholders investments (“Tier 1”), (ii) reserve investments (“Tier 2”) and (iii) non-reserve investments (“Tier 3”).

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A. Tier 1 — Minimum Surplus to Policyholders Investments

All financial guaranty insurers domiciled in New York are required to maintain a minimum surplus to policyholders of at least (a) $65 million or suchother amount as Section 6902(b)(1) of the NYIL may be amended to require in respect of a financial guarantee license and (b) $1,400,000 or suchother amount as Section 4103(a)(1) of the NYIL may be amended to require in respect of fidelity & surety insurance and credit insurancelicenses (“Minimum Surplus to Policyholders”). At least 60% of the Minimum Surplus to Policyholders must be comprised of only the followingtypes of securities, which cannot be in default as to principal or interest:

(1) obligations of the United States or of any agency thereof, provided such agency obligations are guaranteed as to principal and interestby the United States;

(2) direct obligations of (a) New York or of any county, district or municipality thereof, and, (b), any agency or instrumentality of New

York or of any county, district or municipality thereof, in the case of clause (b) subject to confirmation that such securities are eligibleMinimum Surplus to Policyholders investments; or

(3) direct government obligations of any U.S. state or of any county, district or municipality thereof, provided such government obligationshave been given the highest quality designation of the Securities Valuation Office of the National Association of InsuranceCommissioners, and provided that the financial guaranty insurer first invests at least 10% of the required minimum in governmentobligations of New York state or any county, district, or municipality thereof.

NYIL Sections 1402 and 6902(b)(3). The remaining 40% of the Minimum Surplus to Policyholders may be invested in any of the following types ofsecurities in addition to the investments described above:

(4) direct obligations of any U.S. state (without the 10% restriction mentioned in Item (3) above); and

(5) obligations secured by first mortgage loans which meet the standards specified in NYIL Section 1404(a)(4) on property located in NewYork State.

NYIL Sections 1402(b) and 6902(b)(3).

B. Tier 2 — Reserve Investments

After investing the Minimum Surplus to Policyholders in accordance with the Tier 1 description above, a financial guaranty insurer domiciled in NewYork must then satisfy the investment criteria for its reserve investments (other than contingency reserves). These investment requirements providethat the financial guaranty insurer must invest its non-contingency reserves in certain categories until the value of cash, Tier 1 investments and Tier 2investments (as described below) held by the financial guaranty insurer, and that are free from any lien or pledge, equals at least 50% of such insurer’saggregate unearned premium, loss and loss adjustment expense reserves as of its last filed statutory financial statement. The following are the broadinvestment categories of permitted Tier 2 investments, which are described in NYIL Section 1404(a):

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(1) government obligations;

(2) obligations of American institutions (if insured by MBIA Corp. or its affiliates, such an obligation must have an underlying rating of Aor better to qualify under this section);

(3) preferred or guaranteed shares of American institutions;

(4) loans secured by real property;

(5) real property or interests therein;

(6) foreign investments;

(7) development bank obligations; and

(8) investments made by subsidiaries.

Each of these permitted investments is subject to certain qualitative and quantitative limitations set forth in NYIL Section 1404(a).

Financial guaranty insurers domiciled in New York are required to invest the entire amount of their contingency reserves only in (i) those Tier 1investments, listed in Section II(A) above at items #1, #2 and # 4, (ii) the first three types of Tier 2 investments listed in this Section II(B) and(iii) certain tax and loss bonds (or similar securities) purchased pursuant to section 832(e) of the Internal Revenue Code. See NYIL Section 6903(a)(7).

C. Tier 3 — Non-Reserve Investments

After satisfying the Tier 1 and Tier 2 investment requirements, a financial guaranty insurer domiciled in New York is authorized to invest itsremaining assets (other than contingency reserves) (“Tier 3” investments), in the following categories, unless specifically prohibited under NYILSection 1407:

(1) Tier 1 and Tier 2 investments;

(2) equity interests and securities of investments companies, as described under NYIL Sections 1404(a)(8) and (10);

(3) “leeway” investments; 4

(4) subsidiaries under NYIL Article 16;

(5) insurance company shares under NYIL Article 1408; and

(6) certain derivative and hedging transactions under NYIL Sections 1410 5 and 6902(a)(5).

If the Tier 3 investments are made in any of the Tier 2 categories, the quantitative and qualitative limits applicable to Tier 2 categories do not apply toinvestments made as Tier 3 investments. However, NYIL Section 1407 does impose certain new or different qualitative and quantitative limits onthese Tier 3 investments (e.g., limits on the “leeway” investments and on foreign investments).

4 A “leeway” investment is an investment which does not qualify under NYIL Section 1404(a), but excludes any investment prohibited by NYIL

Sections 1404(a)(6) or 1407(a)(1)-(4), (6) and (8)-(10).5 In order to engage in derivative transactions under NYIL Section 1410, a New York domestic financial guaranty insurer must satisfy certain

conditions, including (i) maintaining cash, Tier 1 and Tier 2 investments in an amount equal to at least 70% of its loss and loss adjustment expensereserves and 50% of its unearned premium reserves, as reflected in its most recent filed statutory financial statement, and (ii) adopting a “derivativeuse plan” which has been approved by its board of directors and the New York Superintendent of Insurance (the “Superintendent”). NYIL Sections1403(c) and 1410.

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Tier 3 investments which are specifically prohibited under NYIL Section 1407, include, among others: (1) obligations, shares or other securities ofany institution which is insolvent at the time of the investment; (2) certain obligations, shares or other securities issued by a parent corporation or acorporation which is an affiliate or will be an affiliate of the financial guaranty insurer; and (3) acquiring any interest in an investment through apartnership other than an interest acquired as a limited partner in a limited partnership.

Section III. Guidelines

The following shall constitute the Investment Guidelines for MBIA Corp. acting through its duly authorized officers and/or through its outside investmentadvisors. Investments for any of MBIA Inc.’s non-U.S. insurance subsidiaries and any U.S. insurance affiliates are excluded from these investmentguidelines and are addressed under separate and distinct guidelines and/or regulatory requirements applicable to those entities. All guidelines and guidelinelimitations are based on portfolio book value unless otherwise noted. Moody’s, S&P, and/or Fitch ratings will be used. In the case of split ratings, the lowerof two, or the middle of three rating agencies will be used.

The Chief Financial Officer of MBIA Corp. and the Head of the Finance Committee of the MBIA Inc. Board of Directors may jointly approve transactionsthat cause criteria exceptions provided that such transactions are not specifically prohibited by the NYIL, including NYIL Section 1407, and that theindividuals authorizing the transaction are aware of the resulting criteria exceptions. In the event that the Head of the Finance Committee of the MBIA Inc.Board of Directors is not available, the Chairman of the Board and the CFO of MBIA Corp. may jointly approve transactions that cause criteria exceptions.In these instances the resulting criteria exceptions will be reported as per usual procedure to the Finance Committee of the MBIA Inc. Board of Directors.

A. Investments for the MBIA Corp. portfolio shall be made and maintained in compliance with all applicable provisions of the NYIL or anysuccessor thereto.

B. Fixed Income Policy

(1) Quality : Minimum purchase quality Baa3/BBB-. Under limited circumstances non-investment grade investments are permitted asdescribed under “Insured Obligations” and in Section F of these guidelines.

(2) Maturity : The effective duration for the domestic fixed-income component of the MBIA Corp. Portfolio must not exceed 8.0 years.

(3) Maturity Distribution : Diversification in maturity to minimize reinvestment risk is an objective. Although this objective is not

quantified, a reasonably well-laddered or liability matched portfolio is to be achieved, subject to the objective of maintainingappropriate liquidity.

(4) Diversification: MBIA Corp’s Investment Portfolio will be diversified as to issuer and sector as described by the investments limitationsin Exhibit A.

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(5) Insured Obligations : The following limits apply to new purchases of insured debt in the MBIA Corp. Portfolio:

Category Category LimitMBIA Corp.

• 50% max

• Rating restrictions and guideline limitations as described under exhibit A do not apply

National Public Finance GuaranteeCorporation (“National”)

• 0% max

• Additional purchases of debt insured by National are not permitted except under limitedcircumstances as described under “Remediations or restructurings of a MBIA insured credit” inSection G of these guidelines.

• There is no requirement to sell existing holdings of debt insured by National

Other Insured Debt

• Subject to Guideline Limitations under Exhibit A (based on the credit rating of the underlyingasset)

(6) Other : Securities may be purchased in both public and 144A markets, subject to the maintenance of an appropriate level of overall

portfolio liquidity and to all other objectives/guidelines.

C. Foreign Currency Policy

The MBIA Insurance Corporation’s Investment Portfolio retains foreign currency denominated investments to meet the followingobjectives:

(i) Satisfy local government regulatory capital requirements for doing business outside of the U.S.

(ii) Provide an economic hedge against potential losses in the non-USD portion of MBIA Corp.’s insured portfolio and allowaccessibility to local currency reserves for immediate claims paying, if necessary

Consistent with these objectives, MBIA Corp.’s general currency guideline is for a preference to invest foreign insurance premiums earned ininvestments denominated in local currency. In the event that MBIA Corp.’s elects not to invest foreign insurance premiums earned ininvestments denominated in local currency, MBIA Corp.’s preference would then be to convert these premiums to USD and invest them inUSD-denominated investments.

D. Derivative Policy

MBIA Corp.’s intended use of derivatives will be for the purpose of managing risk and/or facilitating efficient portfolio management.Derivatives are subject to the admissibility rules and limitations set forth in the MBIA Insurance Corporation’s Investment PortfolioDerivative Use Policy.

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E. Further Restrictions

(1) At the time of purchase, no investment may be in default as to principal or interest payments except under limited circumstances asdescribed under “Remediations or restructurings of a MBIA insured credit” as described in Section G of these guidelines.

(2) All investments shall be held by a third-party custodian (or via book entry at the Depository Trust Company or a similarly qualifiedclearing corporation), as prescribed in approved custody agreements, or in other customary forms of safekeeping.

(3) MBIA Corp. must receive prior approval from the Investment Committee and Board of Directors of MBIA Corp. and the Finance &Risk Committee of the MBIA Inc Board of Directors prior to the purchase of obligations, shares or other securities issued by its parentcorporation or a corporation which is an affiliate or will be an affiliate after direct or indirect acquisition by the insurer. Such purchasesmust be internally approved by Legal and receive all appropriate regulatory approvals, if necessary, prior to execution. Investmentsapproved by the Board of Directors under this section are not subject to the investment guidelines.

F. Alternative Investment Portfolio / “Other Investments”

MBIA Corp. may allow its investment manager a degree of flexibility in purchasing securities or other investments which are not specificallyaddressed in these guidelines unless such investments are specifically prohibited by the NYIL, including NYIL Section 1407. Such investmentsmay facilitate efficient portfolio management, may be newly created or represent opportunities not contemplated herein. Prior to suchpurchases, for each proposed investment program the Investment Manager must receive approval for the maximum aggregate amount ofpurchases and asset classes related to that proposed investment program from the MBIA Corp. Investment Committee as well as the ChiefFinancial Officer of MBIA Corp. However, the Investment Manager may receive approval on asset types from the Chief Investment Officer foraggregate purchases up to 0.5% of the MBIA Corp. portfolio. All alternative investments in aggregate cannot exceed 5% of the MBIA Corp.Portfolio. Each alternative investment is limited to a maximum of 1% of the MBIA Corp. Portfolio.

Included in alternative investments may be fixed income investments rated non-investment grade (i.e. less than Baa3/BBB-) limited to 1% ofassets per issuer. In addition any fixed income investment that is not rated by Moody’s, S&P or Fitch will be considered an unrated alternativeinvestment limited to 2% of the MBIA Corp. Portfolio. Furthermore a maximum of $20MM may be in invested in bonds rated lower than B- byMoody’s, S&P, or Fitch at the time of purchase.

G. Remediations or Restructurings of a MBIA Insured Credit

Investments approved by the Risk Oversight Committee (ROC) that are related to a remediation or a restructuring of a MBIA insured credit arenot subject to investment guidelines.

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H. Criteria exceptions will be immediately reported to MBIA Market Risk Management and will be handled as follows:

• For trade-based exceptions (i.e. assets purchased outside of guidelines), the Manager shall take remedial action within 5 business daysof Asset Management becoming aware of the exception.

• For portfolio-based exceptions, the Manager and MBIA Market Risk Management shall agree on a plan of action (if any) within 90calendar days from when the exception occurred.

This Statement of Investment Objectives and Guidelines shall be reviewed no less than annually by the investment manager and the MBIA Insurance Corp.Investment Committee.

This Statement of Investment Objectives and Guidelines is prospectively effective as of the date of approval by the Finance Committee of the MBIA Inc.Board of Directors.

This Statement of Investment Objective & Guidelines shall remain in effect until revised or amended by action of the MBIA Corp. Board of Directors andthe Finance Committee of the MBIA Inc. Board of Directors in accordance with their by-laws.

Exhibit A 8

PART I-GUIDELINE LIMITATIONS

The limits contained in Exhibit A (below) and Section F (above) apply to new asset purchases in order to restrict excessive concentrations. In the event of alimit breach an exception will be reported if the Manager purchased assets that caused or exacerbated the limit excess. The manager is to use best efforts toreduce concentrations that arise over time due to changes in the portfolio.

TREASURY/ AGENCY/ SOVEREIGN PORTFOLIO ISSUER NON-MORTGAGE BACKED DEBT

U.S. TREASURY 100% 100% U.S. FULL-FAITH AND CREDIT 50% 50% U.S. GOVERNMENT AGENCY / GSE 10% 5%

MORTGAGE BACKED —PASS THRUs U.S. FULL-FAITH AND CREDIT 50% 50% U.S. GOVERNMENT AGENCY / GSE 30% 5%/pool

MORTGAGE BACKED—STRUCTURED (tranched) U.S. FULL-FAITH AND CREDIT 30% 2%/tranche U.S GOVERNMENT AGENCY / GSE 15% 2%/tranche

*NON-U.S. SOVEREIGN/SOV. AGENCIES/SUPRANATIONALS AA- OR BETTER 15% 5% A- OR BETTER 5% 1%

*NON U.S. SUB-SOVEREIGN/LOCAL GOVT. DEBT (A- ORBETTER ONLY) 5% 1%

*PFANDBRIEF/COVERED BONDS (A- OR BETTER ONLY) 10% 2%

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PORTFOLIO ISSUER OTHER DEBT (NON TSY/AGCY) MORTGAGE BACKED (INCL HOME EQUITY LOANS) 20% COMMERCIAL MORTGAGE BACKED SECURITIES 10% 2% COLLATERALIZED MTG OBL – WHOLE LOAN 10% 2% PASS – THRU – WHOLE LOAN (AA- OR BETTER ONLY) 10% 2% *SUBJECT TO PORTFOLIO AGGREGATE LIMITS ON

FOREIGN INVESTMENTS AS DESCRIBED IN EX. A,PART II (5)

ASSET BACKED/OTHER STRUCTURED 15% 5% RATED LESS THAN A- 5% 2%

CORPORATE (DOMESTIC AND FOREIGN) 30% 5% RATED LESS THAN A- 5% 2%

MUNICIPAL U.S. TAX EXEMPT 100% 10% RATED LESS THAN A- 5% 2% U.S. TAXABLE 50% 10% RATED LESS THAN A- 5% 2%

CREDIT LINKED NOTES – SUBJECT TO THE RULESAND LIMITATIONS SET FORTH IN MBIA INSURANCECORP’S INVESTMENT PORTFOLIO DERIVATIVE USEPOLICY (SEE SECTIONS III D)

NON-SELF REFERENCED (THE REFERENCEENTITY MUST BE A PERMITTED INVESTMENTAS DESCRIBED IN THE INVESTMENTGUIDELINES) 5% 1%

EQUITY LINKED DEBT INSTRUMENT RATED A ORBETTER BY AT LEAST ONE NATIONALLYRECOGNIZED DOMESTIC RATING AGENCY WITH AMATURITY NO GREATER THAN 20YEARS OREQUITY INDEX INVESTMENTS. EQUITY INDEXMUST BE NATIONALLY RECOGNIZED, SUCH AS THES&P 500. – INVESTMENTS IN EQUITY LINKED DEBTINSTRUMENTS ARE SUBJECT TO THE RULES ANDLIMITATIONS SET FORTH IN MBIA INSURANCECORP’S INVESTMENT PORTFOLIO DERIVATIVE USEPOLICY. (SEE SECTION III D) 5% 1%

COMMERCIAL PAPER (A2/P2 OR BETTER) 25% 10,11 10% 10 MUTUAL FUNDS 25% 9, 10 10% 10 REPURCHASE AGREEMENTS WITH THIRD PARTIES

(SEE PART II FOR TERMS) 10% 2

counterparty%/

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REVERSE REPURCHASE AGREEMENTS WITH THIRD PARTIES (SEE PART IIFOR TERMS) 10%

2 counterparty

%/

REPURCHASE/REVERSE AGREEMENTS WITH MBIA AFFILIATED ENTITIES(SEE PART II FOR TERMS) 60%

8 Securities purchased with the prior approval of the Risk Oversight Committee in connection with a remediation or a restructuring of a MBIA insured

credit are to be excluded from the rating restrictions and guideline limitations under exhibit A. 9 Additional criteria:

• Exposure to individual fund sponsors is limited to 10% of admitted assets

• Investments in individual mutual funds is limited to 3% of the size of the money fund*

* This restriction does not apply to mutual funds managed by Insight Investment so long as the investment is in compliance with all regulatoryconstraints and limitations.

10 Commercial paper and mutual fund limits are based on admitted assets (as opposed to portfolio book value) 11 Investments in A2/P2 commercial paper are limited to $100MM

Exhibit A – Part II

Additional Limits, Terms and Definitions

1) Repurchase agreements with a bank or registered broker-dealer (whereby MBIA “lends” money at an agreed upon rate for an agreedupon time) are permitted, provided that:

1. All securities underlying such agreements would be eligible investments under these Guidelines.

2. The repurchase agreement has a maturity of one year or less and are fully collateralized and marked to market daily.

3. May be executed only with primary dealers rated A1/P1 or better.

4. Master Repurchase Agreement must be executed prior to any transaction.

5. Transaction must be executed using the Fed wire or DTC system.

6. All required approvals from the Superintendent under NYIL Section 1411(c) are obtained prior to entering into the agreements.

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2) Reverse repurchase agreements with (whereby MBIA “lends” securities at an agreed upon rate for an agreed upon time) a bank orregistered broker-dealer are permitted with the following limitations:

1. Maximum term of three years with MBIA affiliated entities or one year with third parties.

2. May be executed only with primary dealers rated A1/P1 or better.


4. Transaction must be executed using the Fed wire or DTC entry system.

5. All required approvals from the Superintendent under NYIL Section 1411(c) are obtained prior to entering into the agreements.

3) Repurchase and/or reverse repurchase agreements with MBIA affiliated entities are permitted as described in Exhibit A with the followinglimitations:

1. Maximum term of three years.


3. Subject to New York Insurance Department restrictions and approved operating procedures. Portfolio issuer restrictions are basedon statutory admitted assets.

4. All required approvals from the Superintendent under NYIL Sections 1411(c) and 1505 are obtained prior to entering into theagreements.

4) Combined portfolio exposure to FHLMC and FNMA debt or mortgage issues cannot exceed 70% of the MBIA Corp. portfolio.

5) Foreign investments in the MBIA Corp. Portfolio, combined with investments for MBIA Corp.’s foreign branches, shall not exceed thegreatest of a) 12% of MBIA Corp’s admitted assets, b) 15% of MBIA Corp’s invested assets, or c) 1.5 times the amount of its reserves andother obligations under its insurance and reinsurance contracts on risks resident or located in such foreign countries and subdivisions thereof.NYIL Section 1407(a)(7). If any foreign investments are held as part of the “Tier 2” investments, such investments must also satisfy theseparate requirements of NYIL Section 1404(a)(6).

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SCHEDULE V TO CREDIT AGREEMENT

(Litigation) 1. “WESTCHESTER ACTION”: Tilton and Patriarch Partners XV, LLC v. MBIA Inc. and MBIA Ins. Corp. , No. 68880/2015 (N.Y. Sup. Ct.

Westchester – Commercial Division)

2. “DELAWARE ACTION”: Zohar CDO 2003-1, et al., v. Patriarch Partners, LLC, VIII, XIV and XV, LLC, and PPAS, et al. , C. A. No. 12247-VCS(Del. Ch. Ct.)

3. “AGENCY REMOVAL ACTION”: Patriarch Partners Agency Servs., LLC v. Zohar CDO 2003-1, Ltd., et al. , Case No.16-cv-04488-VM-KHP (S.D.N.Y.)

4. “DIRECTOR/CONSENTS LITIGATION”: ZOHAR II 2005-1, LIMITED, and ZOHAR III, LIMITED, v. FSAR HOLDINGS, INC., GLENOITUNIVERSAL LTD., and UI ACQUISITION HOLDING CO., LYNN TILTON and MICHAEL RICCIARELLI , Civil Action No. 12946-VCS (Del.Ch. Ct.)

5. “ZOHAR I, II, AND III BANKRUPTCY CASE”: In re: Zohar III, Corp. et al ., Case No. 18-10512 (CSS) (Bankr. Del. 2018)

6. “CREDIT SUISSE LITIGATION”: MBIA Insurance Corp. v. Credit Suisse Securities (USA) LLC, et al. ; Index No. 603751/2009 (N.Y. Sup. Ct.,N.Y. County)

7. “CIVIL DAMAGES / RICO: THIRD-PARTY COMPLAINT”: Patriarch Partners, LLC, VIII, XIV and XV, LLC v. Zohar I, II, and III, MBIA Inc.and MBIA Corp. et al. , Case No. 17-cv-0037-WHP (S.D.N.Y.)

8. “CIVIL DAMAGES / RICO”: Zohar CDO 2003-1, et al., v. Patriarch Partners, LLC, VIII, XIV and XV, LLC , Case No.17-cv-0037-WHP (S.D.N.Y.)

9. “MD ARIZONA ACTION”: Tilton, Octaluna, LLC, Octaluna II, LLC, Patriarch Partners VIII, LLC, Patriarch Partners XIV, LLC v. Zohar CDO2003-1, Ltd., Zohar II 2005-1, Ltd., Alvarez & Marsal Zohar Mgmt., LLC, and Nominal Defendant MD Helicopters , No. CV 2017-013549 (Ariz.Sup. Ct. Maricopa Co.)

10. “STILA CALIFORNIA ACTION”: Tilton, Octaluna III, LLC, Patriarch Partners XV, LLC v. Zohar III, Ltd., Alvarez & Marsal Zohar Mgmt., LLC,and Nominal Defendant Stila Styles, LLC , Case No. BC 683129 (C.A. Sup. Ct. Los Angeles Co.)

11. “DURA/GAS MICHIGAN ACTION”: Tilton, Octaluna, LLC, Octaluna II, LLC, Octaluna III, LLC, Patriarch Partners VIII, LLC, Patriarch PartnersXIV, LLC, Patriarch Partners XV, LLC v. Zohar CDO 2003-1, Ltd., Zohar II 2005-1, Ltd., Zohar III, Ltd., Alvarez & Marsal Zohar Mgmt., LLC,and Nominal Defendants Dura Auto. Sys., LLC, Dura Buyer, LLC, Glob. Auto. Sys., LLC , No. 17-016240- CB (Mich. Sup. Ct. Wayne Co.)

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12. “DELAWARE LLC CONSENT ACTION”: Zohar CDO 2003-1, Ltd. et al. v. Croscill Home LLC , C.A. No. 2017-0816-JRS (Del. Ch. Ct.)

13. “AXIS D&O INSURANCE LITIGATION”: Patriarch Partners, LLC v. AXIS Ins. Co. , Case No. 1:16-cv-02277-VEC (S.D.N.Y.)

14. “DEBTWIRE DEFAMATION SUIT”: Patriarch Partners, LLC and Lynn Tilton v. Mergermarket (U.S.) Ltd. d/b/a Debtwire and Kyle Younker ,Index No.160379/2016 (N.Y. Sup. Ct. N.Y. County.)

15. “NORDDEUTSCHE FRAUD ACTION”: Norddeutsche Landesbank Girozentrale and Hannover Funding Co. LLC v. Lynn Tilton, Patriarch Partners,LLC, Patriarch Partners XIV, LLC, and Patriarch Partners XV, LLC , Index No. 651695/2015 (N.Y. Sup. Ct. N.Y. County.)

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Exhibit 99.6

Execution Version


AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated,supplemented or modified from time to time, this “ Agreement ”), made by MBIA INSURANCE CORPORATION, a New York statutory insurancecorporation (the “ Grantor ”) in favor of MZ FUNDING LLC, a Delaware limited liability company (the “ Secured Party ”).

RECITALS

WHEREAS, the Grantor and the Secured Party are parties to that certain Credit Agreement, dated as of January 10, 2017 (as amended byAmendment No. 1 thereto, dated as of June 2, 2017), pursuant to which the Secured Party extended loans to the Grantor in the aggregate amount of$366,250,000 (the “ Original Loans ”).

WHEREAS, the Grantor and the Secured Party are parties to that certain Amended and Restated Credit Agreement, dated as of the date hereof(as amended, restated, amended and restated, supplemented or modified from time to time, the “ Credit Agreement ”; capitalized terms used but not definedherein shall have the meanings given such terms in the Credit Agreement).

WHEREAS, the Grantor and Secured Party are party to that certain Security Agreement, dated as of January 10, 2017 (the “ Original SecurityAgreement ”), pursuant to which, in order to induce the Secured Party to extend the Original Loans, the Grantor granted a continuing Lien (as defined in theOriginal Security Agreement) on the Collateral (as defined in the Original Security Agreement) in order to secure the Obligations (as defined in the OriginalSecurity Agreement).

WHEREAS, the Grantor and the Secured Party desire to amend and restate the Original Security Agreement in order to induce the SecuredParty to enter into the Credit Agreement and Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafterdefined).

Accordingly, the Grantor hereby agrees as follows:

1. Security Interest .

(a) Grant of Security . As security for the Obligations (as hereinafter defined), the Grantor hereby delivers, assigns, pledges, sets over andgrants to the Secured Party a first priority security interest in, all of its right, title and interest, whether now existing or hereafter arising or acquired, in andto any and all items of its personal property described on Exhibit A hereto which is executed by an authorized person of the Grantor, together with allsubstitutions and replacements thereof and any products and proceeds thereof including any which are described on a supplement hereto in substantially theform of Exhibit B hereto (the “ Collateral ”).

(b) Security for Obligations . This Agreement secures the payment of all now existing or hereafter arising obligations of the Grantor to theSecured Party, whether primary or secondary, direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or not, liquidated orunliquidated, arising by operation of law or otherwise, whether for principal, interest, fees, expenses or otherwise (including, without limitation, interest,fees, costs or other payments on the Obligations paid or accrued after the commencement of an Insolvency Proceeding and whether or not such claims aredeemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any Insolvency Proceeding), togetherwith all costs of collection or enforcement, including, without limitation, reasonable attorneys’ fees incurred in any collection efforts or in any action orproceeding (all such obligations being the “ Obligations ”).

(c) Grantor Remains Liable . This Agreement shall not affect the Grantor’s liability to perform all of its duties and obligations under thetransactions giving rise to the Obligations. The exercise by the Secured Party of any of the rights hereunder shall not release the Grantor from any of itsduties or obligations under the transactions giving rise to the Obligations, which shall remain unchanged as if this Agreement had not been executed. TheSecured Party shall not have any obligation or liability under the transactions giving rise to the Obligations by reason of this Agreement, nor shall theSecured Party be obligated to perform any of the obligations or duties of the Grantor thereunder or to take any action to collect or enforce any claim forpayment assigned hereunder.

(d) Supplement . From time to time the Grantor may deliver, assign, pledge, set over and grant to the Secured Party a first priority securityinterest in any additional items of personal property by delivering a supplement hereto in substantially the form of Exhibit B hereto describing such items;thereafter, all such items of personal property shall be “Collateral” hereinafter and subject to the terms of this Agreement.

(e) Continuing Agreement . This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effectuntil payment in full of the Obligations.

2. Title; Liens and Encumbrances . The Grantor represents and warrants that it is (or to the extent that this Agreement states that the Collateralis to be acquired after the date hereof, will be) the record and beneficial owner of, having (or to the extent that this Agreement states that the Collateral is tobe acquired after the date hereof, will have) good and marketable title to, the Collateral pledged by it hereunder, free of any and all Liens or options in favorof, or claims of, any other person, except the Liens created by this Agreement, and the Grantor will promptly notify the Secured Party of any such otherLien or claim made or asserted against the Collateral and will defend the Collateral against any such Lien or other claim.

3. State of Organization or Residence; Legal Name . The Grantor represents and warrants to the Secured Party as follows:

(a) The Grantor’s state of incorporation is the State of New York. The Grantor’s chief executive office or principal office, if it is not aregistered organization, as such term is defined under the Uniform Commercial Code as in effect in the State of New York as it may be amended,supplemented or modified from time to time (the “ UCC ”), is set forth on Schedule I hereto. The Grantor shall promptly notify the Secured Party of anychange in the foregoing representations.

(b) The Grantor’s registered or legal name is as set forth on Schedule I hereto. The Grantor currently uses, and during the last five (5) years hasused, no other names including business or trade names, except as set forth on Schedule I hereto. The Grantor shall not change such name without providingthe Secured Party thirty (30) days’ prior written notice.

(c) The grant of the security interest in the Collateral, combined with the filing of financing statements, the execution of control agreements, theexecution of assignments, and/or possession of the Collateral, each as appropriate, is effective to vest in the Secured Party a valid and perfected first prioritysecurity interest, superior to the rights of any person in and to the Collateral as set forth herein.

4. Perfection of Security Interest . The Grantor authorizes the Secured Party to file all such financing statements and amendments theretopursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to theSecured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or more broadly in a generic orcategorical manner. The Secured Party may transfer, withdraw or

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redeem any funds or other property in each deposit account or securities account constituting Collateral without further consent by the Grantor; providedthat the Secured Party will not exercise any of such rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs withrespect thereto, and all costs of filing or recording this Agreement or any other agreement or document executed and delivered pursuant hereto or to theObligations (including the cost of all federal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing orrecording is deemed by the Secured Party to be necessary or desirable. The Grantor authorizes the Secured Party to take all other actions which the SecuredParty may deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement.

5. Covenants Relating to Collateral . Until the Obligations shall have been paid in full, and the Credit Agreement shall have terminated, theGrantor covenants and agrees that if the Grantor shall become entitled to receive or shall receive any note (including a Zohar I Note or Zohar II Note asdefined in Exhibit A hereto), any certificate or other equity securities (including, without limitation, any certificate representing a dividend or a distributionin connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights inrespect of the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Collateral, or otherwise inrespect thereof, the Grantor shall accept the same as the agent of the Secured Party, hold the same in trust for the Secured Party and deliver the sameforthwith to the Secured Party in the exact form received, duly indorsed by the Grantor to the Secured Party, together with an undated assignment or stockpower covering such certificate duly executed in blank by the Grantor and with, if the Secured Party so requests, signature guaranteed, to be held by theSecured Party, subject to the terms thereof, as collateral security for the Obligations. If any of the foregoing property so distributed in respect of theCollateral shall be received by the Grantor, the Grantor shall, until such property is paid or delivered to the Secured Party, hold such property in trust for theSecured Party, segregated from other funds or property of the Grantor, as collateral security for the Obligations. Grantor shall (i) promptly forward to theSecured Party written notification of, and grant of, a security interest to the Secured Party in any and all Commercial Tort Claims (as defined in the UCC)acquired by the Grantor or coming into existence, in each case, after the date hereof, including, but not limited to, any and all actions, suits, and proceedingsbefore any court or governmental authority by or affecting such Grantor by executing and delivering a supplement in the form of Exhibit B describing suchCommercial Tort Claim (as defined in the UCC) with reasonable specificity and (ii) execute and deliver such statements, documents and notices and do andcause to be done all such things as may be required by the Secured Party, or required by law, including all things which may from time to time be necessaryunder the UCC to fully create, preserve, perfect and protect the priority of the Secured Party’s security interest in any Commercial Tort Claim (as defined inthe UCC).

6. Collections; Other Rights .

(a) Except as provided herein, the Grantor shall be entitled to receive all cash interest, dividends and distributions paid in respect of theCollateral, and to exercise all voting rights with respect to the Collateral; provided , however , that no vote shall be cast or right exercised or other actiontaken which would result in any violation of any provision of this Agreement or any other Credit Document.

(b) All of the foregoing amounts set forth in paragraph (a) of this Section 6 so collected after the occurrence of and during the continuation ofan Event of Default shall be held in trust by the Grantor for and as the property of the Secured Party, and shall not be commingled with other funds, moneyor property of the Grantor.

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(c) After the occurrence and during the continuation of an Event of Default, the Grantor will immediately upon receipt of all such checks, cashor other remittances constituting part of the Collateral or in payment for any Collateral sold, transferred, leased or otherwise disposed of, deliver any suchitems to the Secured Party accompanied by a remittance report in form supplied or approved by the Secured Party. The Grantor shall deliver such items inthe same form received, endorsed or otherwise assigned by the Grantor where necessary to permit collection of such items.

7. Events of Default . The occurrence of any one or more Events of Default under the Credit Agreement shall constitute an event of default (“Event of Default ”) under this Agreement.

8. Rights and Remedies .

(a) In the event of the occurrence and continuation of any Event of Default, to the extent applicable: (i) the Secured Party may exerciseexclusive control over the Collateral; (ii) the Secured Party shall have the right, with or without (to the extent permitted by applicable law) notice to theGrantor, as to any or all of the Collateral, by any available judicial procedure or without judicial process, to take possession of the Collateral and withoutliability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, andgenerally to exercise any and all rights afforded to a secured party under the UCC or other applicable law; (iii) the Secured Party shall have the right to sell,lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, either at public orprivate sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms andconditions, all as the Secured Party in its sole discretion may deem advisable; (iv) at the Secured Party’s request, the Grantor shall assemble the Collateraland make it available to the Secured Party at places which the Secured Party shall select, whether at the Grantor’s premises or elsewhere, and makeavailable to the Secured Party, without rent, all of the Grantor’s premises and facilities for the purpose of the Secured Party’s taking possession of,removing or putting the Collateral in saleable or disposable form; (v) the Secured Party shall have the right to receive any and all cash interest, dividends,distributions, payments or other proceeds paid in respect of the Collateral and made application thereof to the Obligations in such order as the Secured Partymay determine and (vi) any or all of the Collateral may be registered in the name of the Secured Party or its nominee and they may thereafter exercise (x) allvoting, corporate and other rights pertaining to such Collateral and (y) any and all rights of conversion, exchange and subscription and any other rights,privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at itsdiscretion any and all securities or securities entitlements upon any merger, consolidation, reorganization, recapitalization or other fundamental change, orupon the exercise of the Grantor or the Secured Party of any right, privilege or option pertaining to such securities or securities entitlements, and inconnection therewith, the right to deposit and deliver any and all of the securities or securities entitlements with any committee, depositary, transfer agent,registrar or other designated agency upon such terms and conditions as the Secured Party may determine), in each of the foregoing cases, all withoutliability except to account for property actually received by it, but the Secured Party shall have no duty to the Grantor to exercise any such right, privilege oroption and shall not be responsible for any failure to do so or delay in so doing.

(b) Any such sale, lease or other disposition of Collateral may be made without demand for performance or any notice of advertisementwhatsoever except that where an applicable statute requires reasonable notice of sale or other disposition, the Grantor agrees that the sending of ten days’notice by ordinary mail, postage prepaid, to the Grantor of the place and time of any public sale or of the time at which any private sale or other intendeddisposition is to be made, shall be deemed reasonable notice thereof. Notwithstanding the foregoing, if any of the Collateral may be materially diminishedin value during such ten (10) day period, the Secured Party shall provide the Grantor with such shorter notice as it deems reasonable under thecircumstances.

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(c) The proceeds of any such sale, lease or other disposition of the Collateral shall be applied first to the expenses of retaking, holding, storing,processing and preparing for sale, selling, and the like, and to the reasonable attorneys’ fees and legal expenses incurred by the Secured Party, and then tosatisfaction of the Obligations (in any order as the Secured Party may decide in its sole discretion), and to the payment of any other amounts required byapplicable law. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the SecuredParty is legally entitled, the Grantor will be liable for the deficiency, together with interest thereon, at the rate prescribed in the agreements giving rise to theObligations, and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law,the Grantor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral.

9. Power of Attorney . The Grantor authorizes the Secured Party and does hereby make, constitute and appoint the Secured Party, and anyofficer or agent of the Secured Party, with full power of substitution, as the Grantor’s true and lawful attorney-in-fact, with power, in its own name or in thename of the Grantor: (i) to endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or inrespect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to pay or discharge any taxes, liens,security interest or other encumbrances at any time levied or placed on or threatened against the Collateral; (iii) to demand, collect, receipt for, compromise,settle and sue for monies due in respect of the Collateral; (iv) to receive, open and dispose of all mail addressed to the Grantor and to notify the post officeauthorities to change the address for delivery of mail addressed to the Grantor to such address as the Secured Party may designate; (v) to exercise allmembership rights, powers and privileges in connection with the Collateral to the same extent as the Grantor is entitled to exercise such rights, powers andprivileges and (vi) generally to do all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and theSecured Party’s security interest therein. The Grantor hereby approves and ratifies all acts of said attorney or designee, who shall not be liable for any actsof commission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power ofattorney shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The Secured Party mayexercise this power of attorney only after the occurrence and during the continuance of an Event of Default.

10. Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courierservice, mailed by U.S. mail or sent by telecopy (with confirmed receipt or followed by overnight delivery) to the addresses (or telecopy numbers) set forthin Section 7.01 of the Credit Agreement. Any party hereto may change its address or telecopy number for notices and other communications hereunder bynotice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shallbe deemed to have been given on the date of receipt or, if mailed, the third business day following the date so mailed, if earlier.

11. Other Security . To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee,endorsement or property of any other Person, then the Secured Party shall have the right in its sole discretion to pursue, relinquish, subordinate, modify ortake any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rights and remedies hereunder.

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12. No Waiver; Rights Cumulative .

(a) No course of dealing between the Grantor and the Secured Party, or the Secured Party’s failure to exercise or delay in exercising any right,power or privilege hereunder shall operate as a waiver thereof. Any single or partial exercise of any right, power or privilege hereunder shall not precludeany other or further exercise thereof or the exercise of any other right, power or privilege.

(b) All of the Secured Party’s rights and remedies with respect to the Collateral, whether established hereby or by any other agreements,instruments or documents or by law, shall be cumulative and may be exercised singly or concurrently.

13. Limitation on Secured Party ’ s Duty in Respect of Collateral . The Secured Party shall not have any duty as to any Collateral in itspossession or control or in the possession or control of any agent or nominee of it or any income thereon or as to the preservation of rights against priorparties or any other rights pertaining thereto, except that the Secured Party shall use reasonable care with respect to the Collateral in its possession or underits control.

14. Amendments, Etc . No alteration, modification, amendment or waiver of any terms and conditions of this Agreement shall be effective orenforceable against the Secured Party unless set forth in a writing signed by the Secured Party.

15. Successors and Assigns . This Agreement and all obligations of the Grantor and the Secured Party hereunder shall be binding upon thesuccessors and assigns of the Grantor and the Secured Party, as applicable, and shall, together with the rights and remedies of the Secured Party hereunder,inure to the benefit of the Secured Party and their respective successors and assigns.

16. No Partnership . The relationship between the Secured Party and the Grantor shall be only of creditor-debtor and no relationship of agency,partner or joint- or co-venturer shall be created by or inferred from this Agreement or the other Credit Documents. The Grantor shall indemnify, defend, andsave the Secured Party harmless from any and all claims asserted against the Secured Party as being the agent, partner, or joint-venturer of the Grantor.

17. Entire Agreement . This Agreement embodies the entire agreement and understanding between the Grantor and the Secured Party withrespect to its subject matter and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. TheGrantor acknowledges and agrees that there is no oral agreement between the Grantor and the Secured Party which has not been incorporated in thisAgreement.

18. Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of whichshall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page ofthis Agreement by facsimile or other means of electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

19. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such invalidity, illegality or unenforceability without effecting the validity, legality and enforceability of the remainingprovisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

20. Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, any Credit Document or any of thetransactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of the rights and duties of theparties hereto shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation, Section 5-1401 et seqof the New York General Obligations Law but otherwise without regard to principles of conflicts of laws).

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(b) GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT INTHE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTIONWITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACING OF VENUE INNEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTORHEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTIONOR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT,ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING ISIMPROPER, OR THAT THIS AGREEMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY SUCH COURTS.TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR AGREES NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANYREVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BECALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT. EXCEPT AS PROHIBITED BY LAW, GRANTOR HEREBY WAIVESANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10 hereto. Nothing inthis Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

21. Headings . Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect theconstruction of, or be taken into consideration in interpreting, this Agreement.

22. Further Pledge; Bailee and Custodial Arrangements . Grantor acknowledges that Secured Party is granting a security interest in its rightsunder this Agreement to secure obligations of the Secured Party. Grantor agrees that it will cause any bailee or custodian now or hereafter in possession ofthe Collateral to acknowledge that it holds possession of the Collateral for the Secured Party’s benefit and for the benefit of the Secured Party’s securedparty. Grantor agrees that at any time when Grantor is obligated to deliver physical possession of any Collateral to Secured Party, Secured Party mayappoint a bailee or custodian to hold physical possession of the Collateral for the Secured Party’s benefit and Grantor agrees to deliver all such physicalCollateral as directed by the Secured Party.

23. Registration of Zohar Notes . Grantor agrees that any Zohar I Notes or Zohar II Notes which are held in book-entry form shall be registeredto indicate the interest of the Secured Party and the Secured Party’s secured party.

24. Reaffirmation; Amendment and Restatement of Existing Security Agreement . The Grantor hereby continues, reaffirms and regrants acontinuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, among otherthings, the Obligations. This Agreement amends, restates and supersedes the Original Security Agreement effective on the date hereof. It is the intention ofthe parties hereto that this Agreement shall not constitute a novation or discharge of the obligations evidenced by the Original Security Agreement.


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GRANTOR:



SECURED PARTY:

MZ FUNDING LLC


[Signature Page to Amended and Restated MBIA Security Agreement]


One Manhattanville Road Purchase, New York 10577

Registered or Legal Name MBIA Insurance Corporation

Other names (including business or trade names) used during thelast five (5) years

None

Schedule I

EXHIBIT A

This Exhibit A to the Amended and Restated Security Agreement, dated as of July 10, 2019 (as amended, restated, amended and restated,supplemented or modified from time to time, the “ Security Agreement ”), made MBIA INSURANCE CORPORATION, a New York statutory insurancecorporation (the “ Grantor ”) in favor of MZ FUNDING LLC, a Delaware limited liability company (the “ Secured Party ”) describes the Collateral grantedby the Grantor to the Secured Party pursuant to the Security Agreement. “ UCC ” means the Uniform Commercial Code as in effect in the State of NewYork as the UCC may be amended, supplemented or modified from time to time. Any reference to any agreement, instrument or document shall beconstrued as referring to such agreement, instrument or document, as amended, supplemented or modified from time to time. The Collateral shall be all ofthe Grantor’s right, title and interest, whether now existing or hereafter arising or acquired, in and to any and all of the following items of personal propertyof the Grantor:

1. The class A-1 and A-2 notes (the “ Zohar I Notes ”) issued by Zohar CDO 2003-1, Limited, Zohar CDO 2003-1, Corp. and Zohar CDO

2003-1, LLC (collectively, the “ Zohar I Issuer ”), related subrogation rights and all Supporting Obligations (as defined in the UCC)relating thereto.

2. The Grantor’s rights to payment, reimbursement, indemnity, recovery, salvage or subrogation with respect to any claims paid by theGrantor under its policy insuring the Zohar I Notes.

3. The Grantor’s rights as a party to, or third-party beneficiary under, any indenture, supplemental indenture, insurance policy or

agreement, indemnity agreement or other legal documentation related to the Zohar I Notes, including any rights as a controlling partythereunder (the “ Zohar I Documents ”).

4. The Grantor’s rights to any collateral under the Zohar I Documents (the “ Zohar I Underlying Collateral ”).

5. The Grantor’s rights as a transferee of any of the Zohar I Underlying Collateral including the assets described on Exhibit A-1 hereto.

6. All rights, remedies or claims accruing to or inuring to the benefit of the Grantor as described in the Complaint, Zohar CDO 2003-1,LTD., et al. v. Patriarch Partners, LLC, et al., 1:17-cv-00307 (S.D.N.Y., January 16, 2017).

7. All rights of the Grantor, including, but not limited to, any voting rights or rights as a controlling party, arising under or in connection

with that certain Master Participation Agreement, dated as of January 12, 2017, by and among Zohar CDO 2003-1, Limited, ZoharCDO 2003-1, LLC, U.S. Bank National Association, as seller and the Grantor, as participant.

8. All rights of the Grantor, including, but not limited to, any voting rights or rights as a controlling party, arising under or in connectionwith that certain Purchase Agreement, dated as of January 12, 2017, by and among Zohar CDO 2003-1, Limited, Zohar CDO 2003-1,LLC, U.S. Bank National Association, as seller and the Grantor, as purchaser, and any power of attorney entered into in connectiontherewith.

9. Any Commercial Tort Claims (as defined in the UCC) accruing to the Grantor in any capacity, including as insurer, credit enhancer,controlling party, holder of any Zohar I Notes or owner of any Zohar I Underlying Collateral, under or relating to the Zohar IDocuments or the transactions contemplated thereby, whether for fraud, breach of duty or otherwise, against any person, including any(i) current or former collateral manager or servicer thereunder; (ii) the agent, administrative agent, collateral agent or lender under anyloans owned by any issuer of the Zohar I Notes; or (iii) manager, managing member, director, officer or other controlling party of anyportfolio company in which Zohar I has an equity, loan or loan participation interest, including, but not limited to, Commercial TortClaims set forth on Exhibit A-2 hereto.

10. Any other rights or remedies inuring to the benefit of the Grantor in connection with the Zohar I Notes or the Zohar I UnderlyingCollateral, whether arising under contract or tort.

11. The notes issued by Zohar II 2005-1, Limited, Zohar II 2005-1, Corp. and Zohar II 2005-1, LLC (the “ Zohar II Notes ”), relatedsubrogation rights and all Supporting Obligations (as defined in the UCC) relating thereto.

12. The Grantor’s rights to payment, reimbursement, indemnity, recovery, salvage or subrogation with respect to any claims paid by theGrantor under its policy insuring the Zohar II Notes.

13. The Grantor’s rights as a party to, or third-party beneficiary under, any indenture, supplemental indenture, insurance policy oragreement, indemnity agreement or other legal documentation related to the Zohar II Notes (the “ Zohar II Documents ”).

14. The Grantor’s rights to any collateral under the Zohar II Documents.

15. Any Commercial Tort Claims (as defined in the UCC) accruing to the Grantor in any capacity, including as insurer, credit enhancer,controlling party or holder of any Zohar II Notes, under or relating to the Zohar II Documents or the transactions contemplated thereby,whether for fraud, breach of duty or otherwise, against any person, including any (i) current or former collateral manager or servicerthereunder; (ii) the agent, administrative agent, collateral agent or lender under any loans owned by any issuer of the Zohar II Notes; or(iii) manager, managing member, director, officer or other controlling party of any portfolio company in which Zohar II has an equity,loan or loan participation interest, including, but not limited to, Commercial Tort Claims set forth on Exhibit A-2 hereto.

16. Any other rights or remedies inuring to the benefit of the Grantor in connection with the Zohar II Notes, whether arising under contractor tort.

17. The Grantor’s rights and interests in any deposit accounts or securities accounts established by the Secured Party to hold funds paid orpayable by the Grantor.

18. The Grantor’s rights with respect to any claims, interests in collateral, payments or any other rights held in connection with or arisingunder the Zohar Bankruptcy Cases (as defined in the Credit Agreement)..

19. Any proceeds with respect to the foregoing, including any recoveries the Grantor acquires from any source in connection with suchrights.

[Remainder of page intentionally left blank]

EXHIBIT A-1

List of Assets Acquired by MBIA Insurance Corporation as Transfereein an Auction dated December 21, 2016

Exhibit A-1: 1

Loan Interests

# Issuer Issue Asset Type

Current Par Amount (Issue

Currency) Total

Commitment Current Coupon

Maturity Date

1.

180s, LLC & 180s Canada Corporation

Fully Funded Term B

Delayed Draw Loan 2,240,328.00 2,242,328.00 2.53267 4/15/2019

2.

180s, LLC & 180s Canada Corporation

Tranche A Revolver

Revolving Credit 16,600,000.00 16,600,000.00 2.53267 4/15/2019

3. American Doors, LLC Term Loan Term Loan 115,751.42 115,751.42 1.03267 4/15/2019 4. American Doors, LLC Term Loan C Term Loan 8,315,638.01 8,315,638.01 1.03267 4/15/2019 5.

American LaFrance

Delayed Draw

Term Loans Delayed

Draw Loan 509,019.73 509,019.73 0.197 10/31/2015 6.

American LaFrance

Fully Funded DD

Term Loan A Term Loan

1,784,456.80 1,784,456.80 0.434 10/31/2015 7.

American LaFrance

Revolver

Revolving

Credit 451,290.39 451,290.40 1 10/31/2015 8. American LaFrance Term Loan 1 Term Loan 414,121.55 414,121.55 1 10/31/2015 9. American LaFrance Term Loan 2 Term Loan 42,240,641.22 42,240,641.22 1 10/31/2015 10.

Amweld International LLC

Delayed Draw

Delayed

Draw Loan 80,160.09 80,160.09 0 6/28/2016 11. Amweld International LLC Term Loan B Term Loan 5,758,739.62 5,758,739.62 0 10/31/2015 12.

Best Textiles Acquisition, LLC

Revolver

Revolving

Credit 5,000,000.00 5,000,000.00 2.53267 4/15/2019 13.

Bomar Industries International, Inc.

Revolver 2

Revolving

Credit 3,200,000.00 3,200,000.00 0 6/30/2013 14.


Tranche A Term

Loan Term Loan

10,000,000.00 10,000,000.00 0 6/30/2013 15.


Tranche B Term

Loan Term Loan

3,806,930.16 3,806,930.16 0 6/30/2013 16.

Croscil Home

Revolver

Revolving

Credit 10,000,000.00 10,000,000.00 6.53267 4/15/2019 17.

Duro Textiles, LLC

Fully Funded Term Loan G

Delayed Draw Loan 1,049,259.65 1,049,259.65 2.03267 4/15/2019

18. Duro Textiles, LLC Term B Loan Term Loan 7,500,000.00 7,500,000.00 2.03267 4/15/2019 19. Duro Textiles, LLC Term Loan Term Loan 8,000,000.00 8,000,000.00 2.03267 4/15/2019 20. Duro Textiles, LLC Term Loan K1 Term Loan 1,888,000.99 1,888,000.99 2.03267 4/15/2019 1 Information is current as of November 30, 2016.

21. East Alliance Limited Term Loan A Term Loan 11,928,348.24 11,928,348.24 2.53267 12/31/2016 22.

Emag Solutions, LLC

Revolver

Revolving

Credit 4,062,500.04 4,062,500.04 7.53267 4/15/2019 23.

Fetco Home Decor, Inc.

Exchanged

Security Term Loan

2,757,727.26 2,757,727.26 0.1702 4/15/2019 24. Fetco Home Decor, Inc. Term Loan Term Loan 1,082,661.77 1,082,661.77 8.53267 4/15/2019 25.

Galey & Lord, LLC

Fully Funded

Term Loan Term Loan

3,000,000.00 3,000,000.00 1.53267 4/15/2019 26.

Galey & Lord, LLC

Revolver

Revolving

Loan 1,180,176.25 1,180,176.25 1.53267 4/15/2019 27. Galey & Lord, LLC Term Loan Term Loan 25,263,396.84 25,263,396.84 1.53267 4/15/2019 28. Galey & Lord, LLC Term Loan E Term Loan 1,600,000.00 1,600,000.00 1.52722 4/15/2019 29. Galey & Lord, LLC Term Loan K Term Loan 689,999.01 689,999.01 1.53267 4/15/2019 30. Galey & Lord, LLC Term Loan M Term Loan 800,000.00 800,000.00 1.53267 4/15/2019 31. Global Automotive Systems, LLC Term Loan Term Loan 9,100,000.00 9,100,000.00 6.03267 4/15/2019 32. Global Automotive Systems, LLC Term Loan A Term Loan 21,727,855.40 21,727,855.40 6.03267 4/15/2019 33.

Hartwell Industries, Inc.

DELAYED DRAW

TERM LOAN C Delayed

Draw Loan 1,500,000.00 1,500,000.00 3.03267 4/15/2019 34.


New Revolver

Revolving

Credit 1,927,636.19 1,927,639.96 3.03267 4/15/2019 35.


New Term

Loan 2 Term Loan

15,060,304.48 15,060,304.48 3.02722 4/15/2019 36. Hartwell Industries, Inc. Term Loan A-1 Term Loan 500,000.00 500,000.00 3.03267 4/15/2019 37.

Heritage Aviation, Ltd.

Delayed Draw Term Loan A

Delayed Draw Loan 9,860,000.00 9,970,000.00 4 4/15/2019

38. Heritage Aviation, Ltd. Term Loan Term Loan 1,000,000.00 1,000,000.00 4.52722 4/15/2019 39.

Iconic American Trucks

Iconic American

Trucks T/L B Term Loan

7,217,681.53 7,217,681.53 3/31/2019 40.

IMG Holdings, Inc.

Fully Funded

Term Loan Term Loan

555,360.00 555,360.00 4.53267 4/15/2019 41.

IMG Holdings, Inc.

Revolver A

Revolving

Credit 3,999,999.97 4,000,000.00 4.53267 4/15/2019 42.

IMG Holdings, Inc.

Revolving

Credit C Revolving

Credit 2,000,000.35 2,000,000.35 4.53267 4/15/2019 43. IMG Holdings, Inc. Term E Term Loan 144,640.00 144,640.00 4.53267 4/15/2019 44. IMG Holdings, Inc. Term Loan 1A Term Loan 2,004,585.76 2,004,585.76 4.53267 4/15/2019 45. IMG Holdings, Inc. Term Loan 1B Term Loan 2,174,795.68 2,174,795.68 4.53267 4/15/2019 46. IMG Holdings, Inc. Term Loan D Term Loan 300,000.00 300,000.00 4.53267 4/15/2019 47.

Intera Group, Inc.

Exchanged

Security Note

6,374,815.23 6,374,815.23 0 12/31/2016 48.

Intera Group, Inc.

Fully Funded

Term C Delayed

Draw Loan 2,586,494.53 2,586,494.53 0 10/31/2016

49.

Intera Group, Inc.

Restructured Term Loan

Term Loan 869,031.69 869,031.69 0 10/31/2016

50. Intera Group, Inc. Term Loan C Term Loan 158,501.65 158,501.65 0 10/31/2016 51.

Intrepid USA

Intrepid USA R/C

Revolving

Credit 9,280,002.89 9,280,002.89 8 4/15/2019 52. Intrepid USA Term Loan B Term Loan 3,860,066.01 3,860,066.01 6.53267 4/15/2019 53. LVD Acquisition, LLC Term Loan Term Loan 9,303,993.33 9,303,993.33 4.53267 4/15/2019 54.

MD Helicopters, Inc.

Sub Note Term

Loan Term Loan

11,255,271.08 11,255,271.08 2.4255 5/15/2019 55. MD Helicopters, Inc. Term A Term Loan 12,873,602.92 12,873,602.92 3.53267 4/15/2019 56. MD Helicopters, Inc. Term Loan Term Loan 25,551,724.14 25,551,724.14 3.53267 4/15/2019 57. MD Helicopters, Inc. Term Loan B Term Loan 16,116,674.23 16,116,674.23 3.53267 4/15/2019 58. MD Helicopters, Inc. Tranche A-3 Term Loan 700,000.00 700,000.00 3.53267 4/15/2019 59. MD Helicopters, Inc. Tranche A-7 Term Loan 1,200,000.00 1,200,000.00 3.53267 4/15/2019 60.

Natura Water, Inc.

Fully Funded

Term B Term Loan

1,500,000.00 1,500,000.00 5.53267 4/15/2019 61.

Natura Water, Inc.

Fully Funded

Term C Term Loan

2,200,000.00 2,200,000.00 5.53267 4/15/2019 62.

Natura Water, Inc.

Fully Funded Term Loan E

Term Loan 300,000.00 300,000.00 5.53267 4/15/2019

63.

NetVersant Acquisition, LLC

Restructured Revolver A

Revolving Credit 277,490.69 277,490.69 1.53267 4/15/2019

64.

NetVersant Acquisition, LLC

Restructured Term Loan

Term Loan 41,585,556.76 41,585,556.76 1.53267 4/15/2019

65.

NetVersant Solutions, Inc.

Restructured Revolver B


66.

Petry Media Corporation

Priming Revolver

Revolving Credit 9,212,536.60 9,219,801.44 10 10/31/2017

67.

Petry Media Corporation

Priming Term Loan

Term Loan 210,397.61 210,397.61 10 10/31/2016

68. Petry Media Corporation Term Loan C Term Loan 1,380,775.74 1,380,775.74 10 10/31/2016 69. Petry Media Corporation Term Loan E Term Loan 770,092.44 770,092.44 10 10/31/2016 70. Rapid Rack Industries, Inc. Term Loan Term Loan 4,121,507.10 4,121,507.10 0 10/31/2015 71.

Red Shield Acquisition LLC

Revolver 2

Revolving

Credit 5,000,000.00 5,000,000.00 10/31/2016 72.

Red Shield Acquisition LLC

Term Loan

Delayed

Draw Loan 5,722,548.98 5,722,548.98 10/31/2016 73.

Remco Maintenance, LLC

Revolver

Revolving

Credit 2,500,000.00 2,500,000.00 8.53267 4/15/2019 74. Remco Maintenance, LLC Term Loan Term Loan 3,362,670.50 3,362,670.50 8.53267 4/15/2019 75.

RM Acquisition, LLC

Preferred Security

Term Loan 8,545,250.00 8,545,250.00 0.53433 5/15/2019

76.

RM Acquisition, LLC

Revolver

Revolving Credit 2,205,882.33 2,205,882.35 10 4/15/2019

77. RM Acquisition, LLC Term Loan Term Loan 5,823,529.41 5,823,529.41 4.86267 4/15/2019 78.

S.O. Acquisition, LLC

Fully Funded

Term A Term Loan

4,500,000.00 4,500,000.00 6.53267 4/15/2019 79.

S.O. Acquisition, LLC

Fully Funded Term Loan C

Term Loan 350,000.00 350,000.00 6.53267 4/15/2019

80.

Silverack, LLC

Silverack R/C A


81. Silverack, LLC Silverack T/L A Term Loan 3,395,487.02 3,395,487.02 2.53267 4/15/2019 82. Snelling Medical Staffing Term Loan Term Loan 223,000.00 223,000.00 7.53267 4/15/2019 83.

Transcare Corporation

Tranche B Term

Loan Term Loan

3,500,000.00 3,500,000.00 2.53267 4/15/2019 84. Trim Trends, LLC Term Loan A Term Loan 6,555,380.26 6,555,380.26 6.02722 4/15/2019 85.

Vulcan Engineering Corporation

Revolver

Revolving

Credit 1, 428,571.43 2,000,000.00 7.52722 4/15/2019 86.

Xinhua Sports & Entertainment

Additional Term

Loan Term Loan

2,394,288.89 2,394,288.89 0.2145 10/21/2012 87.

Xinhua Sports & Entertainment

Convertible Term

Loan Term Loan

13,060,228.45 13,060,228.45 0.2145 10/21/2012 88.

Xpient Solutions, LLC

Exchanged

Security Term Loan

318,427.84 318,427.84 4.19775 11/30/2019 89.

Zohar SS Acquisition, LLC

Exchanged

Security Term Loan

2,564,102.60 2,564,102.60 2 5/15/2019 90. Zohar SS Acquisition, LLC Preferred Stock Term Loan 256,410.26 256,410.26 7.53267 5/15/2019 91. Zohar SS Acquisition, LLC Term Loan Term Loan 7,652,549.20 7,652,549.20 7.53267 4/15/2019

Equity Interests # Issuer Name Type Amount 92. Automated Ductwork Manufacturing Company Common 100.00 93. Felagastyring EHF Common Stock 63,100.00 94. Fetco Home Decor, Inc. Common1 51,263.00 95. Fetco Home Decor, Inc. Common2 25,000.00 96. Reserved 97. Fetco Home Decor, Inc. Pref 315619ZB5 13,488.00 98. Reserved 99. Fetco Home Decor, Inc. Preferred 14,090.00 100. Fetco International Hong Kong Limited Common 9,997.00 101. Galey & Lord, Inc. Common Stock 687,547.00 102. Galey & Lord, Inc. Series A Preferred Interest 8/18/2012 39,010,000.00 103. Glenoit Universal, Ltd. Common Stock Class A 12,967.00 104. Glenoit Universal, Ltd. Class B Common Stock 3,527.00 105. Reserved 106. Reserved

107. Hartwell Industries, Inc. Common CL A 194,512.00 108. HyperActive Technologies, Inc. Common Stock 85,334.00 109. IMG Holdings, Inc. Common Stock 757.00 110. Intera Group, Inc. Preferred Stock 5,069.42 111. Intera Group, Inc. Common Stock 839.09 112. Reserved 113. MD Helicopters, Inc. Common Stock 235.00 114. Metalforming Technologies, Inc. Common Stock 175,889.00 115. Opening Specialties and Supply Inc. Common 2,267.00 116. PHC Holding Corp Class A Common Stock 83,460.13 117. PHC Holding Corp Class C Common Stock 85,880.75 118. PHC Holding Corp Common 100.00 119. PHC Holding Corp Class B Common Stock 112,047.09 120. PHC Holding Corp Preferred Stock 114,178.19 121. Pleasants Hardware Company Common CL A 1,000.00 122. Spectrum International Holdings, Inc. Common 286,103,870.07 123. Textile Holdings, Inc. Common 400,000.00 124. U.F. Holdings, Inc. Preferred Stock 53,810.00 125. UF Holdings Inc. Common 196,020.00 126. UI Acquisition Holding Company Class A Common Stock 127. UI Acquisition Holding Company Class B Common Stock 128. Vorumerkjastyring EHF Common Stock 63,100.00 129. W.W. Holdings, LLC Common Stock 4,787.00 130. Western Forest Products, Inc. Common 45,327.00 131. W.W. Versat Acquisition Corporation Common Stock 100.00 132. Xinhua Sports & Entertainment Limited Common 41,992.00 133.

To the extent not identified in Items 1 to 132 above, Item 133 shall consist of all of the Zohar I Issuer’s right, title and interest in and to instruments,accounts, payment intangibles, general intangibles, letter-of-credit rights, chattel paper, electronic chattel paper, deposit accounts and investmentproperty and other property and rights constituting Zohar I Collateral, including, without limitation, any and all property of any type or nature ownedby the Zohar I Issuer (other than Excluded Property, as defined in the Zohar I Documents) and any Equity Securities (as defined in the Zohar IDocuments) and other securities or obligations owned or acquired by the Zohar I Issuer and such other right, title or interest which may be transferredunder the Zohar I Documents, including, without limitation (and for avoidance of any doubt), any commercial tort claims; provided, however, that allof the Accounts and all Cash therein (as each such term is defined in the Zohar I Documents) shall in no event be included in the Assets Subject ToSale.

EXHIBIT A-2

Commercial Tort Claims 1. “WESTCHESTER ACTION”: Tilton and Patriarch Partners XV, LLC v. MBIA Inc. and MBIA Ins. Corp. , No. 68880/2015 (N.Y. Sup. Ct.

Westchester – Commercial Division)

2. “DELAWARE ACTION”: Zohar CDO 2003-1, et al., v. Patriarch Partners, LLC, VIII, XIV and XV, LLC, and PPAS, et al., C. A. No. 12247-VCS(Del. Ch. Ct.)

3. “AGENCY REMOVAL ACTION”: Patriarch Partners Agency Servs., LLC v. Zohar CDO 2003-1, Ltd., et al., Case No.16-cv-04488-VM-KHP (S.D.N.Y.)

4. “DIRECTOR/CONSENTS LITIGATION”: ZOHAR II 2005-1, LIMITED, and ZOHAR III, LIMITED, v. FSAR HOLDINGS, INC., GLENOITUNIVERSAL LTD., and UI ACQUISITION HOLDING CO., LYNN TILTON and MICHAEL RICCIARELLI, Civil Action No. 12946-VCS (Del.Ch. Ct.)

5. “ZOHAR I, II, AND III BANKRUPTCY CASE”: In re: Zohar III, Corp. et al ., Case No. 18-10512 (CSS) (Bankr. Del. 2018)

6. “CREDIT SUISSE LITIGATION”: MBIA Insurance Corp. v. Credit Suisse Securities (USA) LLC, et al. ; Index No. 603751/2009 (N.Y. Sup. Ct.,N.Y. County)

7. “CIVIL DAMAGES / RICO: THIRD-PARTY COMPLAINT”: Patriarch Partners, LLC, VIII, XIV and XV, LLC v. Zohar I, II, and III, MBIA Inc.and MBIA Corp. et al., Case No. 17-cv-0037-WHP (S.D.N.Y.)

8. “CIVIL DAMAGES / RICO”: Zohar CDO 2003-1, et al., v. Patriarch Partners, LLC, VIII, XIV and XV, LLC, Case No. 17-cv-0037-WHP (S.D.N.Y.)

9. “MD ARIZONA ACTION”: Tilton, Octaluna, LLC, Octaluna II, LLC, Patriarch Partners VIII, LLC, Patriarch Partners XIV, LLC v. Zohar CDO2003-1, Ltd., Zohar II 2005-1, Ltd., Alvarez & Marsal Zohar Mgmt., LLC, and Nominal Defendant MD Helicopters, No. CV 2017-013549 (Ariz.Sup. Ct. Maricopa Co.)

10. “STILA CALIFORNIA ACTION”: Tilton, Octaluna III, LLC, Patriarch Partners XV, LLC v. Zohar III, Ltd., Alvarez & Marsal Zohar Mgmt., LLC,and Nominal Defendant Stila Styles, LLC, Case No. BC 683129 (C.A. Sup. Ct. Los Angeles Co.)

11. “DURA/GAS MICHIGAN ACTION”: Tilton, Octaluna, LLC, Octaluna II, LLC, Octaluna III, LLC, Patriarch Partners VIII, LLC, Patriarch PartnersXIV, LLC, Patriarch Partners XV, LLC v. Zohar CDO 2003-1, Ltd., Zohar II 2005-1, Ltd., Zohar III, Ltd., Alvarez & Marsal Zohar Mgmt., LLC, andNominal Defendants Dura Auto. Sys., LLC, Dura Buyer, LLC, Glob. Auto. Sys., LLC, No. 17-016240- CB (Mich. Sup. Ct. Wayne Co.)

12. “DELAWARE LLC CONSENT ACTION”: Zohar CDO 2003-1, Ltd. et al. v. Croscill Home LLC , C.A. No. 2017-0816-JRS (Del. Ch. Ct.)

13. “AXIS D&O INSURANCE LITIGATION”: Patriarch Partners, LLC v. AXIS Ins. Co. , Case No. 1:16-cv-02277-VEC (S.D.N.Y.)

14. “DEBTWIRE DEFAMATION SUIT”: Patriarch Partners, LLC and Lynn Tilton v. Mergermarket (U.S.) Ltd. d/b/a Debtwire and Kyle Younker,Index No.160379/2016 (N.Y. Sup. Ct. N.Y. County.)

15. “NORDDEUTSCHE FRAUD ACTION”: Norddeutsche Landesbank Girozentrale and Hannover Funding Co. LLC v. Lynn Tilton, Patriarch Partners,LLC, Patriarch Partners XIV, LLC, and Patriarch Partners XV, LLC, Index No. 651695/2015 (N.Y. Sup. Ct. N.Y. County.)

EXHIBIT B

SUPPLEMENT NO. _______ dated as of _____________, 20__ (this “ Supplement ”) to the Amended and Restated Security Agreement, datedas of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time, the “ Security Agreement ”), made by MBIAINSURANCE CORPORATION, a New York statutory insurance corporation (the “ Grantor ”) in favor of MZ FUNDING, LLC, a Delaware limitedliability company (the “ Secured Party ”).






GRANTOR:


By

Name:Title:

Exhibit 99.7

Execution Version

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time totime, this “ Agreement ”), made by MZ FUNDING LLC, a Delaware limited liability company (the “ Grantor ”) in favor of WILMINGTON SAVINGSFUND SOCIETY, FSB, as collateral agent (in such capacity, together with its successors and assigns, the “ Secured Party ”) for the Secured Creditors.

RECITALS

Pursuant to the Indenture, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time,the “ Indenture ”; capitalized terms used but not defined herein shall have the meanings given such terms in the Indenture), by and among the Grantor, theTrustee, and the Secured Party, the Holders have agreed to purchase Securities from the Grantor. In order to induce the Holders to purchase such Securities,the Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, the Grantor herebyagrees as follows:



(b) Security for Obligations . This Agreement secures the payment of all now existing or hereafter arising obligations of the Grantor to theSecured Creditors, including the Notes Obligations, whether primary or secondary, direct or indirect, absolute or contingent, joint or several, secured orunsecured, due or not, liquidated or unliquidated, arising by operation of law or otherwise, whether for principal, interest, fees, expenses or otherwise(including, without limitation, interest, fees, costs or other payments on the Obligations paid or accrued after the commencement of an InsolvencyProceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protectionpursuant to any Insolvency Proceeding), together with all costs of collection or enforcement, including, without limitation, reasonable attorneys’ feesincurred in any collection efforts or in any action or proceeding (all such obligations being the “ Obligations ”).


(d) Supplement . From time to time the Grantor may deliver, assign, pledge, set over and grant to the Secured Party for the benefit of theSecured Creditors a first priority security interest in any additional items of personal property by delivering a supplement hereto in substantially the form ofExhibit B hereto describing such items; thereafter, all such items of personal property shall be “Collateral” hereinafter and subject to the terms of thisAgreement.

1


2. Title; Liens and Encumbrances . The Grantor represents and warrants that it is (or to the extent that this Agreement states that the Collateralis to be acquired after the date hereof, will be) the record and beneficial owner of, having (or to the extent that this Agreement states that the Collateral is tobe acquired after the date hereof, will have) good and marketable title to, the Collateral pledged by it hereunder, free of any and all Liens or options in favorof, or claims of, any other person, except the Liens created by this Agreement, and the Grantor will promptly notify the Secured Party of any such otherLien or claim made or asserted against the Collateral and the Grantor will defend the Collateral against any such Lien or other claim.


(a) The Grantor’s state of organization is the State of Delaware. The Grantor’s chief executive office or principal office, if it is not a registeredorganization, as such term is defined under the Uniform Commercial Code as in effect in the State of New York as it may be amended, supplemented ormodified from time to time (the “ UCC ”), is set forth on Schedule I hereto. The Grantor shall promptly notify the Secured Party of any change in theforegoing representations.



4. Perfection of Security Interest . The Grantor shall take any and all actions and make all filings (including the filing of UCC financingstatements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid andenforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the SecuredParty for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC financing statements and amendments theretopursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to theSecured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and maydescribe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in eachdeposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any ofsuch rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing orrecording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of allfederal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable.The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem

2

necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything tothe contrary herein or in the Intercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to,the recording, filing, registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement(including without limitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), norshall the Secured Party be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the securityinterests or Liens intended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the SecuredParty on the date hereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blank.

5. Covenants Relating to Collateral . Until the Obligations shall have been paid in full, and the Indenture shall have terminated, the Grantorcovenants and agrees that if the Grantor shall become entitled to receive or shall receive any note, any certificate or other equity securities (including,without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or anycertificate issued in connection with any reorganization), option or rights in respect of the Collateral, whether in addition to, in substitution of, as aconversion of, or in exchange for, any shares of the Collateral, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the SecuredParty, hold the same in trust for the Secured Party and deliver the same forthwith to the Secured Party in the exact form received, duly indorsed by theGrantor to the Secured Party, together with an undated assignment or stock power covering such certificate duly executed in blank by the Grantor and with,if the Secured Party so requests, signature guaranteed, to be held by the Secured Party, subject to the terms thereof, as collateral security for the Obligations.If any of the foregoing property so distributed in respect of the Collateral shall be received by the Grantor, the Grantor shall, until such property is paid ordelivered to the Secured Party, hold such property in trust for the Secured Party, segregated from other funds or property of the Grantor, as collateralsecurity for the Obligations. Grantor shall (i) promptly forward to the Secured Party written notification of, and grant of, a security interest to the SecuredParty in any and all Commercial Tort Claims (as defined in the UCC) acquired by the Grantor or coming into existence, in each case, after the date hereof,including, but not limited to, any and all actions, suits, and proceedings before any court or governmental authority by or affecting such Grantor byexecuting and delivering a supplement in the form of Exhibit B describing such Commercial Tort Claim (as defined in the UCC) with reasonable specificityand (ii) execute and deliver such statements, documents and notices and do and cause to be done all such things as may be required by the Secured Party, orrequired by law, including all things which may from time to time be necessary under the UCC to fully create, preserve, perfect and protect the priority ofthe Secured Party’s security interest in any Commercial Tort Claim (as defined in the UCC).


(a) Except as provided herein, the Grantor shall be entitled to receive all cash interest, dividends and distributions paid in respect of theCollateral, and to exercise all voting rights with respect to the Collateral; provided , however , that no vote shall be cast or right exercised or other actiontaken which would result in any violation of any provision of this Agreement or any other Note Document.


3


7. Events of Default . The occurrence of any one or more Events of Default under the Indenture shall constitute an event of default (“ Event ofDefault ”) under this Agreement.


(a) In the event of the occurrence and continuation of any Event of Default, to the extent applicable: (i) the Secured Party may exerciseexclusive control over the Collateral; (ii) the Secured Party shall have the right, with or without (to the extent permitted by applicable law) notice to theGrantor, as to any or all of the Collateral, by any available judicial procedure or without judicial process, to take possession of the Collateral and withoutliability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, andgenerally to exercise any and all rights afforded to a secured party under the UCC or other applicable law; (iii) the Secured Party shall have the right to sell,lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, either at public orprivate sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms andconditions, all as the Secured Party in its sole discretion may deem advisable; (iv) at the Secured Party’s request, the Grantor shall assemble the Collateraland make it available to the Secured Party at places which the Secured Party shall select, whether on the Grantor’s premises or elsewhere, and makeavailable to the Secured Party, without rent, all of the Grantor’s premises and facilities for the purpose of the Secured Party’s taking possession of,removing or putting the Collateral in saleable or disposable form; (v) the Secured Party shall have the right to receive any and all cash interest, dividends,distributions, payments or other proceeds paid in respect of the Collateral and made application thereof to the Obligations in accordance with Section 6.06of the Indenture and (vi) any or all of the Collateral may be registered in the name of the Secured Party or its nominee and they may thereafter exercise(x) all voting, corporate and other rights pertaining to such Collateral and (y) any and all rights of conversion, exchange and subscription and any otherrights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at itsdiscretion any and all securities or securities entitlements upon any merger, consolidation, reorganization, recapitalization or other fundamental change, orupon the exercise of the Grantor or the Secured Party of any right, privilege or option pertaining to such securities or securities entitlements, and inconnection therewith, the right to deposit and deliver any and all of the securities or securities entitlements with any committee, depositary, transfer agent,registrar or other designated agency upon such terms and conditions as the Secured Party may determine), in each of the foregoing cases, all withoutliability except to account for property actually received by it, but the Secured Party shall have no duty to the Grantor to exercise any such right, privilege oroption and shall not be responsible for any failure to do so or delay in so doing.


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(c) The proceeds of any such sale, lease or other disposition of the Collateral shall be applied first to the expenses of retaking, holding, storing,processing and preparing for sale, selling, and the like, and to the reasonable attorneys’ fees and legal expenses incurred by the Secured Party, and then tosatisfaction of the Obligations (in accordance with Section 6.06 of the Indenture), and to the payment of any other amounts required by applicable law. If,upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legallyentitled, the Grantor will be liable for the deficiency, together with interest thereon, at the rate prescribed in the agreements giving rise to the Obligations,and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Grantorwaives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral.


10. Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courierservice, mailed by U.S. mail or sent by telecopy (with confirmed receipt or followed by overnight delivery) to the addresses (or telecopy numbers) set forthin Section 13.01 of the Indenture. Any party hereto may change its address or telecopy number for notices and other communications hereunder by noticeto the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall bedeemed to have been given on the date of receipt or, if mailed, the third business day following the date so mailed, if earlier.




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16. No Partnership . The relationship between the Secured Party and the Grantor shall be only of creditor-debtor and no relationship of agency,partner or joint- or co-venturer shall be created by or inferred from this Agreement or the other Note Documents. The Grantor shall indemnify, defend, andsave the Secured Party harmless from any and all claims asserted against the Secured Party as being the agent, partner, or joint-venturer of the Grantor.





(a) This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, any Note Document or any of thetransactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of the rights and duties of the

6

parties hereto shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation, Section 5-1401 et seqof the New York General Obligations Law but otherwise without regard to principles of conflicts of laws).




22. Bailee and Custodial Arrangements . Grantor agrees that it will cause any bailee or custodian now or hereafter in possession of theCollateral to acknowledge that it holds possession of the Collateral for the Secured Party’s benefit. Grantor agrees that at any time when Grantor isobligated to deliver physical possession of any Collateral to Secured Party, Secured Party may appoint a bailee or custodian to hold physical possession ofthe Collateral for the Secured Party’s benefit and Grantor agrees to deliver all such physical Collateral as directed by the Secured Party.



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GRANTOR :

MZ FUNDING LLC


SECURED PARTY :

WILMINGTON SAVINGS FUND SOCIETY, FSB,as Collateral Agent


[Signature Page to MZ Funding Security Agreement]




Other names (including business or trade names) used during the last five (5) years

None

Schedule I

EXHIBIT A

This Exhibit A to the Security Agreement, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modifiedfrom time to time, the “ Security Agreement ”), made by MZ FUNDING LLC, a Delaware limited liability company (the “ Grantor ”) in favor ofWILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent (the “ Secured Party ”) describes the Collateral granted by the Grantor to theSecured Party pursuant to the Security Agreement. “ UCC ” means the Uniform Commercial Code as in effect in the State of New York as the UCC may beamended, supplemented or modified from time to time. Any reference to any agreement, instrument or document shall be construed as referring to suchagreement, instrument or document, as amended, supplemented or modified from time to time. The Collateral shall be all of the Grantor’s right, title andinterest, whether now existing or hereafter arising or acquired, in and to any and all of the following items of personal property of the Grantor:

1. Accounts (as defined in the UCC).

2. Certificated Securities (as defined in the UCC).

3. Chattel Paper (as defined in the UCC).

4. All of the Grantor’s rights (including rights as licensee and lessee) with respect to (A) computer and other electronic data processingunits, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables,electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (B) allSoftware (as defined in the UCC), and all software programs designed for use on the computers and electronic data processing hardwaredescribed in clause (A) above, including all operating system software, utilities and application programs in any form (source code andobject code in magnetic tape, disk or hard copy format or any other listings whatsoever); (C) any firmware associated with any of theforegoing; and (D) any documentation for hardware, Software and firmware described in clauses (A), (B), and (C) above, includingflow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes (the “ Computer Hardware andSoftware ”) and all rights with respect to the Computer Hardware and Software, including any and all licenses, options, warranties,service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights andindemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing.

5. Any right of the Grantor to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the timenot yet earned by performance.

6. Commercial Tort Claims (as defined in the UCC).

7. Deposit Accounts (as defined in the UCC).

8. Documents (as defined in the UCC).

9. Equipment (as defined in the UCC).

10. Financial Assets (as defined in the UCC).

11. General Intangibles (as defined in the UCC), including Payment Intangibles (as defined in the UCC) and Software.

12. Goods (as defined in the UCC) (including all of its Equipment, Fixtures and Inventory, all as defined in the UCC), and all accessions,additions, attachments, improvements, substitutions and replacements thereto and therefor.

13. Instruments (as defined in the UCC), including (a) the Tranche A Note, dated as of July 10, 2019, in the initial principal amount of$277,678,000.00, by MBIA Corp. to the order of the Grantor and (b) the Tranche B Note, dated as of July 10, 2019, in the initialprincipal amount of up to $53,836,742.98, by MBIA Corp. to the order of the Grantor (collectively, the “MBIA Note”) and allSupporting Obligations (as defined in the UCC).

14. All past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, servicemarks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinationsof the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and allregistrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights forcomputer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issuedthroughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patentapplications and patents; industrial design applications and registered industrial designs; license agreements related to any of theforegoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computersoftware, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporationsof any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; all other intellectualproperty; and all common law and other rights throughout the world in and to all of the foregoing (the “ Intellectual Property ”).

15. Inventory (as defined in the UCC).

16. Investment Property (as defined in the UCC).

17. Money (of every jurisdiction whatsoever) (as defined in the UCC).

18. Letter-of-Credit Rights (as defined in the UCC).

19. Payment Intangibles (as defined in the UCC).

20. Security Entitlements (as defined in the UCC).

21. Software (as defined in the UCC).

22. Uncertificated Securities (as defined in the UCC).

23. To the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records,writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying,incorporating or referring to any of the foregoing, and all Proceeds (as defined in the UCC), products, offspring, rents, issues, profitsand returns of and from any of the foregoing; provided that to the extent that the provision of any lease or license of ComputerHardware or Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) anyassignment thereof, and the grant of a security interest therein, Secured Party will not enforce its security interest in the Grantor’s rightsunder such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understoodthat upon the request of Secured Party, the Grantor will in good faith use reasonable efforts to obtain consent for the creation of asecurity interest in favor of Secured Party (and to Secured Party’s enforcement of such security interest) in such Secured Party’s rightsunder such lease or license.



MZ FUNDING LLC


EXHIBIT B

SUPPLEMENT NO. _______ dated as of _____________, 20__ (this “ Supplement ”) to the Security Agreement, dated as of July 10, 2019 (asamended, restated, amended and restated, supplemented or modified from time to time, the “ Security Agreement ”), made by MZ FUNDING LLC, aDelaware limited liability company (the “ Grantor ”) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent (the “ SecuredParty ”).






GRANTOR:

MZ FUNDING LLC

By

Name:Title:

Exhibit 99.8

Execution Version


AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated,supplemented or modified from time to time, this “ Agreement ”), made by MZ FUNDING LLC, a Delaware limited liability company (the “ Grantor ”) infavor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent (in such capacity, together with its successors and assigns, the “ SecuredParty ”) for the Secured Creditors.

RECITALS

WHEREAS, the Grantor, the Trustee and the Secured Party are parties to that certain Subordinated Indenture, dated as of January 10, 2017 (asamended by Amendment No. 1 thereto, dated as of June 2, 2017, the “ Original Indenture ”), pursuant to which $53,836,742.98 of the maximum$88,000,000 aggregate principal amount of 14% Subordinated Secured Notes due 2020 (the “ Original Notes ”) of the Grantor have been issued.

WHEREAS, the Grantor, the Trustee and the Secured Party are parties to that certain Amended and Restated Subordinated Indenture, dated asof the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time, the “ Indenture ”; capitalized terms used butnot defined herein shall have the meanings given such terms in the Indenture), pursuant to which the Grantor shall issue $53,836,742.98 aggregate principalamount of 12% Subordinated Secured Notes due 2020 (the “ Amended Notes ”).

WHEREAS, the Grantor and the Secured Party are parties to that certain Security Agreement, dated as of January 10, 2017 (the “ OriginalSecurity Agreement ”), pursuant to which, in order to induce the Holders (as defined in the Original Indenture) to purchase the Original Notes, the Grantorgranted a continuing Lien (as defined in the Original Security Agreement) on the Collateral (as defined in the Original Security Agreement) in order tosecure the Obligations (as defined in the Original Security Agreement).

WHEREAS, the Grantor and the Secured Party desire to amend and restate the Original Security Agreement in order to induce the Holders toaccept the Amended Notes and the Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined).Accordingly, the Grantor hereby agrees as follows:



(b) Security for Obligations . This Agreement secures the payment of all now existing or hereafter arising obligations of the Grantor to theSecured Creditors, including the Notes Obligations, whether primary or secondary, direct or indirect, absolute or contingent, joint or several, secured orunsecured, due or not, liquidated or unliquidated, arising by operation of law or otherwise, whether for principal, interest, fees, expenses or otherwise(including, without limitation, interest, fees, costs or other payments on the Obligations paid or accrued after the commencement of an Insolvency

Proceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protectionpursuant to any Insolvency Proceeding), together with all costs of collection or enforcement, including, without limitation, reasonable attorneys’ feesincurred in any collection efforts or in any action or proceeding (all such obligations being the “ Obligations ”).


(d) Supplement . From time to time the Grantor may deliver, assign, pledge, set over and grant to the Secured Party for the benefit of theSecured Creditors a first priority security interest in any additional items of personal property by delivering a supplement hereto in substantially the form ofExhibit B hereto describing such items; thereafter, all such items of personal property shall be “Collateral” hereinafter and subject to the terms of thisAgreement.


2. Title; Liens and Encumbrances . The Grantor represents and warrants that it is (or to the extent that this Agreement states that the Collateralis to be acquired after the date hereof, will be) the record and beneficial owner of, having (or to the extent that this Agreement states that the Collateral is tobe acquired after the date hereof, will have) good and marketable title to, the Collateral pledged by it hereunder, free of any and all Liens or options in favorof, or claims of, any other person, except the Liens created by this Agreement, and the Grantor will promptly notify the Secured Party of any such otherLien or claim made or asserted against the Collateral and the Grantor will defend the Collateral against any such Lien or other claim.


(a) The Grantor’s state of organization is the State of Delaware. The Grantor’s chief executive office or principal office, if it is not a registeredorganization, as such term is defined under the Uniform Commercial Code as in effect in the State of New York as it may be amended, supplemented ormodified from time to time (the “ UCC ”), is set forth on Schedule I hereto. The Grantor shall promptly notify the Secured Party of any change in theforegoing representations.



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4. Perfection of Security Interest . The Grantor shall take any and all actions and make all filings (including the filing of UCC financingstatements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid andenforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement) in favor of the SecuredParty for the benefit of the Secured Creditors. The Grantor authorizes the Secured Party to file all such UCC financing statements and amendments theretopursuant to the UCC or other notices appropriate under applicable law, as the Secured Party may reasonably require, each in form satisfactory to theSecured Party. Such financing statements and amendments may contain a description of the Collateral as set forth herein or in any generic manner and maydescribe the Collateral as “all assets” or words of similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in eachdeposit account or securities account constituting Collateral without further consent by the Grantor; provided that the Secured Party will not exercise any ofsuch rights other than during an Event of Default. The Grantor also shall pay all filing or recording costs with respect thereto, and all costs of filing orrecording this Agreement or any other agreement or document executed and delivered pursuant hereto or to the Obligations (including the cost of allfederal, state or local mortgage, documentary, stamp or other taxes), in each case, in all public offices where filing or recording is necessary or desirable.The Grantor authorizes the Secured Party to take all other actions which the Secured Party may reasonably deem necessary or desirable to perfect orotherwise protect the Liens created hereunder and to obtain the benefits of this Agreement. Notwithstanding anything to the contrary herein or in theIntercreditor Agreement, in no event shall the Secured Party be responsible for, or have any duty or obligation with respect to, the recording, filing,registering, creation, perfection, protection or maintenance of the security interests or Liens intended to be created by this Agreement (including withoutlimitation the filing or continuation of any UCC financing statement or continuation statements or similar documents or instruments), nor shall the SecuredParty be responsible for, and the Secured Party makes no representation regarding, the validity, effectiveness or priority of the security interests or Liensintended to be created hereby. The Grantor shall deliver the original of the MBIA Note (as defined in Exhibit A hereto) to the Secured Party on the datehereof and any replacement or substitutions therefore promptly upon receipt by the Grantor, in each case, endorsed in blank.

5. Covenants Relating to Collateral . Until the Obligations shall have been paid in full, and the Indenture shall have terminated, the Grantorcovenants and agrees that if the Grantor shall become entitled to receive or shall receive any note, any certificate or other equity securities (including,without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or anycertificate issued in connection with any reorganization), option or rights in respect of the Collateral, whether in addition to, in substitution of, as aconversion of, or in exchange for, any shares of the Collateral, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the SecuredParty, hold the same in trust for the Secured Party and deliver the same forthwith to the Secured Party in the exact form received, duly indorsed by theGrantor to the Secured Party, together with an undated assignment or stock power covering such certificate duly executed in blank by the Grantor and with,if the Secured Party so requests, signature guaranteed, to be held by the Secured Party, subject to the terms thereof, as collateral security for the Obligations.If any of the foregoing property so distributed in respect of the Collateral shall be received by the Grantor, the Grantor shall, until such property is paid ordelivered to the Secured Party, hold such property in trust for the Secured Party, segregated from other funds or property of the Grantor, as collateralsecurity for the Obligations. Grantor shall (i) promptly forward to the Secured Party written notification of, and grant of, a security interest to the SecuredParty in any and all Commercial Tort Claims (as defined in the UCC) acquired by the Grantor or coming into existence, in each case, after the date hereof,including, but not limited to, any and all actions, suits, and proceedings before any court or governmental authority by or

3

affecting such Grantor by executing and delivering a supplement in the form of Exhibit B describing such Commercial Tort Claim (as defined in the UCC)with reasonable specificity and (ii) execute and deliver such statements, documents and notices and do and cause to be done all such things as may berequired by the Secured Party, or required by law, including all things which may from time to time be necessary under the UCC to fully create, preserve,perfect and protect the priority of the Secured Party’s security interest in any Commercial Tort Claim (as defined in the UCC).


(a) Except as provided herein, the Grantor shall be entitled to receive all cash interest, dividends and distributions paid in respect of theCollateral, and to exercise all voting rights with respect to the Collateral; provided , however , that no vote shall be cast or right exercised or other actiontaken which would result in any violation of any provision of this Agreement or any other Note Document.





(a) In the event of the occurrence and continuation of any Event of Default, to the extent applicable: (i) the Secured Party may exerciseexclusive control over the Collateral; (ii) the Secured Party shall have the right, with or without (to the extent permitted by applicable law) notice to theGrantor, as to any or all of the Collateral, by any available judicial procedure or without judicial process, to take possession of the Collateral and withoutliability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, andgenerally to exercise any and all rights afforded to a secured party under the UCC or other applicable law; (iii) the Secured Party shall have the right to sell,lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, either at public orprivate sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms andconditions, all as the Secured Party in its sole discretion may deem advisable; (iv) at the Secured Party’s request, the Grantor shall assemble the Collateraland make it available to the Secured Party at places which the Secured Party shall select, whether on the Grantor’s premises or elsewhere, and makeavailable to the Secured Party, without rent, all of the Grantor’s premises and facilities for the purpose of the Secured Party’s taking possession of,removing or putting the Collateral in saleable or disposable form; (v) the Secured Party shall have the right to receive any and all cash interest, dividends,distributions, payments or other proceeds paid in respect of the Collateral and made application thereof to the Obligations in accordance with Section 6.06of the Indenture and (vi) any or all of the Collateral may be registered in the name of the Secured Party or its nominee and they may

4

thereafter exercise (x) all voting, corporate and other rights pertaining to such Collateral and (y) any and all rights of conversion, exchange and subscriptionand any other rights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right toexchange at its discretion any and all securities or securities entitlements upon any merger, consolidation, reorganization, recapitalization or otherfundamental change, or upon the exercise of the Grantor or the Secured Party of any right, privilege or option pertaining to such securities or securitiesentitlements, and in connection therewith, the right to deposit and deliver any and all of the securities or securities entitlements with any committee,depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Party may determine), in each of theforegoing cases, all without liability except to account for property actually received by it, but the Secured Party shall have no duty to the Grantor toexercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.


(c) The proceeds of any such sale, lease or other disposition of the Collateral shall be applied first to the expenses of retaking, holding, storing,processing and preparing for sale, selling, and the like, and to the reasonable attorneys’ fees and legal expenses incurred by the Secured Party, and then tosatisfaction of the Obligations (in accordance with Section 6.06 of the Indenture), and to the payment of any other amounts required by applicable law. If,upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legallyentitled, the Grantor will be liable for the deficiency, together with interest thereon, at the rate prescribed in the agreements giving rise to the Obligations,and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Grantorwaives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral.


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10. Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courierservice, mailed by U.S. mail or sent by telecopy (with confirmed receipt or followed by overnight delivery) to the addresses (or telecopy numbers) set forthin Section 13.01 of the Indenture. Any party hereto may change its address or telecopy number for notices and other communications hereunder by noticeto the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall bedeemed to have been given on the date of receipt or, if mailed, the third business day following the date so mailed, if earlier.








16. No Partnership . The relationship between the Secured Party and the Grantor shall be only of creditor-debtor and no relationship of agency,partner or joint- or co-venturer shall be created by or inferred from this Agreement or the other Note Documents. The Grantor shall indemnify, defend, andsave the Secured Party harmless from any and all claims asserted against the Secured Party as being the agent, partner, or joint-venturer of the Grantor.

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(a) This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, any Note Document or any of thetransactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of the rights and duties of theparties hereto shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation, Section 5-1401 et seqof the New York General Obligations Law but otherwise without regard to principles of conflicts of laws).



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22. Bailee and Custodial Arrangements . Grantor agrees that it will cause any bailee or custodian now or hereafter in possession of theCollateral to acknowledge that it holds possession of the Collateral for the Secured Party’s benefit. Grantor agrees that at any time when Grantor isobligated to deliver physical possession of any Collateral to Secured Party, Secured Party may appoint a bailee or custodian to hold physical possession ofthe Collateral for the Secured Party’s benefit and Grantor agrees to deliver all such physical Collateral as directed by the Secured Party.





24. Reaffirmation; Amendment and Restatement of Existing Security Agreement . The Grantor hereby continues, reaffirms and regrants acontinuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, among otherthings, the Obligations. This Agreement amends, restates and supersedes the Original Security Agreement effective on the date hereof. It is the intention ofthe parties thereto that this Agreement shall not constitute a novation or discharge of the obligations evidenced by the Original Security Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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GRANTOR :

MZ FUNDING LLC

By /s/ Jonathan HarrisName: Jonathan HarrisTitle: Secretary

[SIGNATURE PAGE TO A&R MZ FUNDING LLC SUBORDINATED SECURITY AGREEMENT]

SECURED PARTY :

WILMINGTON SAVINGS FUND SOCIETY, FSB , as Collateral Agent

By /s/ Geoffrey J. LewisName: Geoffrey J. LewisTitle: Vice President

[SIGNATURE PAGE TO A&R MZ FUNDING LLC SUBORDINATED SECURITY AGREEMENT]




Other names (including business or trade names) used during the lastfive (5) years

None

Schedule I

EXHIBIT A

This Exhibit A to the Amended and Restated Security Agreement, dated as of July 10, 2019 (as amended, restated, amended and restated,supplemented or modified from time to time, the “ Security Agreement ”), made by MZ FUNDING LLC, a Delaware limited liability company (the “Grantor ”) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent (the “ Secured Party ”) describes the Collateral granted bythe Grantor to the Secured Party pursuant to the Security Agreement. “ UCC ” means the Uniform Commercial Code as in effect in the State of New Yorkas the UCC may be amended, supplemented or modified from time to time. Any reference to any agreement, instrument or document shall be construed asreferring to such agreement, instrument or document, as amended, supplemented or modified from time to time. The Collateral shall be all of the Grantor’sright, title and interest, whether now existing or hereafter arising or acquired, in and to any and all of the following items of personal property of theGrantor:

1. Accounts (as defined in the UCC).

2. Certificated Securities (as defined in the UCC).

3. Chattel Paper (as defined in the UCC).

4. All of the Grantor’s rights (including rights as licensee and lessee) with respect to (A) computer and other electronic data processingunits, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables,electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (B) allSoftware (as defined in the UCC), and all software programs designed for use on the computers and electronic data processing hardwaredescribed in clause (A) above, including all operating system software, utilities and application programs in any form (source code andobject code in magnetic tape, disk or hard copy format or any other listings whatsoever); (C) any firmware associated with any of theforegoing; and (D) any documentation for hardware, Software and firmware described in clauses (A), (B), and (C) above, includingflow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes (the “ Computer Hardware andSoftware ”) and all rights with respect to the Computer Hardware and Software, including any and all licenses, options, warranties,service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights andindemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing.

5. Any right of the Grantor to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the timenot yet earned by performance.

6. Commercial Tort Claims (as defined in the UCC).

7. Deposit Accounts (as defined in the UCC).

8. Documents (as defined in the UCC).

9. Equipment (as defined in the UCC).

10. Financial Assets (as defined in the UCC).

11. General Intangibles (as defined in the UCC), including Payment Intangibles (as defined in the UCC) and Software.

12. Goods (as defined in the UCC) (including all of its Equipment, Fixtures and Inventory, all as defined in the UCC), and all accessions,additions, attachments, improvements, substitutions and replacements thereto and therefor.

13. Instruments (as defined in the UCC), including (a) the Tranche A Note, dated as of July 10, 2019, in the initial principal amount of$277,678,000, by MBIA Corp. to the order of the Grantor and (b) the Tranche B Note, dated as of July 10, 2019, in the initial principalamount of $53,836,742.98, by MBIA Corp. to the order of the Grantor (collectively, the “ MBIA Note ”) and all Supporting Obligations(as defined in the UCC).

14. All past, present and future: trade secrets, know-how and other proprietary information; trademarks, internet domain names, servicemarks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinationsof the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and allregistrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights forcomputer programs) and copyright registrations or applications for registrations which have heretofore been or may hereafter be issuedthroughout the world and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable); patentapplications and patents; industrial design applications and registered industrial designs; license agreements related to any of theforegoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computersoftware, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporationsof any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; all other intellectualproperty; and all common law and other rights throughout the world in and to all of the foregoing (the “ Intellectual Property ”).

15. Inventory (as defined in the UCC).

16. Investment Property (as defined in the UCC).

17. Money (of every jurisdiction whatsoever) (as defined in the UCC).

18. Letter-of-Credit Rights (as defined in the UCC).

19. Payment Intangibles (as defined in the UCC).

20. Security Entitlements (as defined in the UCC).

21. Software (as defined in the UCC).

22. Uncertificated Securities (as defined in the UCC).

23. To the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records,writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying,incorporating or referring to any of the foregoing, and all Proceeds (as defined in the UCC), products, offspring, rents, issues, profitsand returns of and from any of the foregoing; provided that to the extent that the provision of any lease or license of ComputerHardware or Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) anyassignment thereof, and the grant of a security interest therein, Secured Party will not enforce its security interest in the Grantor’s rightsunder such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understoodthat upon the request of Secured Party, the Grantor will in good faith use reasonable efforts to obtain consent for the creation of asecurity interest in favor of Secured Party (and to Secured Party’s enforcement of such security interest) in such Secured Party’s rightsunder such lease or license.



MZ FUNDING LLC

By Name: Title:

EXHIBIT B

SUPPLEMENT NO. _______ dated as of _____________, 20__ (this “ Supplement ”) to the Amended and Restated Security Agreement, datedas of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time, the “ Security Agreement ”), made by MZFUNDING LLC, a Delaware limited liability company (the “ Grantor ”) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as CollateralAgent (the “ Secured Party ”).






GRANTOR :

MZ FUNDING LLC

By Name: Title:

Exhibit 99.9

Execution Version

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time,this “ Agreement ”), made by MBIA INC., a Connecticut corporation (the “ Pledgor ”), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, ascollateral agent for the Holders of the Securities (in such capacity, together with its successors and assigns, the “Collateral Agent” or “ Secured Party ”) forthe Secured Creditors.

RECITALS

A. Pursuant to the Indenture, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time,the “ Indenture ”; capitalized terms used but not defined herein shall have the meanings given such terms in the Indenture), by and among MZ FundingLLC, a Delaware limited liability company (the “ Company ”), the Collateral Agent, and Wilmington Savings Fund Society, FSB, as trustee (in suchcapacity, together with its successors and assigns, the “ Trustee ”), the Company will from time to time incur the Obligations (as hereinafter defined) andthe Holders have agreed to purchase such Securities from the Company. It is a requirement under the Indenture that the Pledgor shall execute and deliverthis Agreement to the Secured Party for the benefit of the Secured Creditors.

B. In order to induce the Holders to accept the Securities issued under the Indenture, the Pledgor has agreed to pledge and grant a continuing Lien onthe Collateral to secure the Obligations (as hereinafter defined).

C. The Company and the Pledgor are entering into certain other transactions related to the transactions contemplated hereby, including an Amendedand Restated Subordinated Indenture between the Company, as issuer, and Wilmington Savings Fund Society, FSB, as subordinated trustee andsubordinated collateral agent (the “ Inc. Subordinated Financing ”), such Inc. Subordinated Financing and the transactions contemplated hereby being partof a coordinated financing plan involving the Company and the Pledgor.

Accordingly, the Pledgor hereby agrees as follows:


(a) Grant of Security and Pledge . As security for the Obligations (as hereinafter defined), Pledgor hereby delivers, assigns, pledges, sets overand grants to the Secured Party a first priority security interest in, all of its right, title and interest, whether now existing or hereafter arising or acquired, inand to any and all limited liability company membership interests of the Company, as more fully described on Exhibit A hereto, which is executed by anauthorized person of the Pledgor (the “ Collateral ”).

(b) Obligations . “Obligations” shall mean all now existing or hereafter arising obligations of the Company and all obligations of the Pledgorand the Company to the Secured Creditors hereunder and under the Note Documents, including the Notes Obligations, to the Secured Party with respect tothe Indenture, whether primary or secondary, direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or not, liquidated orunliquidated, arising by operation of law or otherwise, whether for principal, interest, fees, expenses or otherwise (including, without limitation, interest,fees, costs, or other payments on the Obligations paid or accrued after the commencement of an Insolvency Proceeding and whether or not such claims aredeemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any Insolvency Proceeding), togetherwith all costs of collection or enforcement, including, without limitation, reasonable attorneys’ fees incurred in any collection efforts or in any action orproceeding.

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(c) Pledgor Remains Liable . This Agreement shall not affect the Pledgor’s liability to perform all of its duties and obligations under thetransactions giving rise to the Obligations. The exercise by the Secured Party of any of the rights hereunder shall not release the Pledgor from any of itsduties or obligations under the transactions giving rise to the Obligations, which shall remain unchanged as if this Agreement had not been executed. TheSecured Party shall not have any obligation or liability under the transactions giving rise to the Obligations by reason of this Agreement, nor shall theSecured Party be obligated to perform any of the obligations or duties of the Pledgor thereunder or to take any action to collect or enforce any claim forpayment assigned hereunder.

(d) Continuing Agreement . This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effectuntil payment in full of the Obligations.

2. Title; Liens and Encumbrances . The Pledgor represents and warrants that it is (or to the extent that this Agreement states that the Collateralis to be acquired after the date hereof, will be) the record and beneficial owner of, having (or to the extent that this Agreement states that the Collateral is tobe acquired after the date hereof, will have) good and marketable title to, the Collateral pledged by it hereunder, free of any and all Liens or options in favorof, or claims of, any other person, except the Liens created by this Agreement, and the Pledgor will promptly notify the Secured Party of any such otherLien or claim made or asserted against the Collateral and will defend the Collateral against any such Lien or other claim.

3. State of Organization or Residence; Legal Name . The Pledgor represents and warrants to the Secured Party as follows:

(a) The Pledgor’s state of incorporation is the State of Connecticut. The Pledgor’s chief executive office or principal office, if it is not aregistered organization, as such term is defined under the Uniform Commercial Code as in effect in the State of New York, as it may be amended,supplemented or modified from time to time (the “UCC”), is set forth on Schedule I hereto. The Pledgor shall promptly notify the Secured Party of anychange in the foregoing representations.

(b) The Pledgor’s registered or legal name is as set forth on Schedule I hereto. The Pledgor currently uses, and during the last five (5) years hasused, no other names, including business or trade names, except as set forth on Schedule I hereto. The Pledgor shall not change such name withoutproviding the Secured Party thirty (30) days’ prior written notice.

(c) The grant of the security interest in the Collateral, combined with the filing of financing statements, the execution of control agreements theexecution of assignments, and/or possession of the Collateral, each as appropriate, is effective to vest in the Secured Party a valid and perfected first prioritysecurity interest, superior to the rights of any person in and to the Collateral as set forth herein.

(d) The execution, delivery and performance by the Pledgor of this Agreement has been duly authorized by all necessary corporate action anddoes not result in any violation of (i) the terms of Pledgor’s certificate of incorporation, bylaws (as amended, restated, amended and restated, supplementedor modified prior to the date hereof), or other similar documents or (ii) applicable law.

(e) This Agreement constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except as suchenforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject togeneral principles of equity, regardless of whether considered in a proceeding in equity or at law.

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(f) Pledgor is the direct and beneficial owner of the Collateral set forth on Exhibit A hereto and has all governing authority under the operatingagreement and certificate of incorporation of the Company.

4. Perfection of Security Interest . The Pledgor shall take any and all actions and make all filings (including the filing of UCC financingstatements, continuation statements and amendments thereto) reasonably required to create and maintain, as security for the Obligations, a valid andenforceable perfected Lien and security interest in and on all of the Collateral in favor of the Secured Party for the benefit of the Secured Creditors. ThePledgor authorizes the Secured Party to file all such UCC financing statements and amendments thereto pursuant to the UCC or other notices appropriateunder applicable law, as the Secured Party may reasonably require, each in form satisfactory to the Secured Party. Such financing statements andamendments may contain a description of the Collateral as set forth herein or in any generic manner and may describe the Collateral as “all assets” or wordsof similar effect. The Secured Party may transfer, withdraw or redeem any funds or other property in each deposit account or securities account constitutingCollateral without further consent by the Pledgor; provided that the Secured Party will not exercise any of such rights other than during an Event of Default.The Pledgor also shall pay all filing or recording costs with respect thereto, and all costs of filing or recording this Agreement or any other agreement ordocument executed and delivered pursuant hereto or to the Obligations (including the cost of all federal, state or local mortgage, documentary, stamp orother taxes), in each case, in all public offices where filing or recording is necessary or desirable. The Pledgor authorizes the Secured Party to take all otheractions which the Secured Party may reasonably deem necessary or desirable to perfect or otherwise protect the Liens created hereunder and to obtain thebenefits of this Agreement. Notwithstanding anything to the contrary herein or the Intercreditor Agreement, in no event shall the Secured Party beresponsible for, or have any duty or obligation with respect to, the recording, filing, registering, creation, perfection, protection or maintenance of thesecurity interests or Liens intended to be created by this Agreement (including without limitation the filing or continuation of any UCC financing statementor continuation statements or similar documents or instruments), nor shall the Secured Party be responsible for, and the Secured Party makes norepresentation regarding, the validity, effectiveness or priority of the security interests or Liens intended to be created hereby.

5. Covenants Relating to Collateral . Until the Obligations shall have been paid in full, the Pledgor covenants and agrees that if the Pledgorshall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution inconnection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights inrespect of the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Collateral, or otherwise inrespect thereof, the Pledgor shall accept the same as the agent of the Secured Party, hold the same in trust for the Secured Party and deliver the sameforthwith to the Secured Party in the exact form received, duly indorsed by the Pledgor to the Secured Party, if required, together with an undatedassignment covering such certificate duly executed in blank by the Pledgor and with, if the Secured Party so requests, signature guaranteed, to be held bythe Secured Party, subject to the terms thereof, as additional collateral security for the Obligations. If any of the foregoing property so distributed in respectof the Collateral shall be received by the Pledgor, the Pledgor shall, until such property is paid or delivered to the Secured Party, hold such property in trustfor the Secured Party, segregated from other funds or property of the Pledgor, as additional collateral security for the Obligations.

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(a) Except as provided herein, the Pledgor shall be entitled to receive all cash interest, dividends and distributions paid in respect of theCollateral, and to exercise all voting rights with respect to the Collateral; provided , however , that no vote shall be cast or right exercised or other actiontaken which would result in any violation of any provision of this Agreement or any other Note Document.

(b) All of the foregoing amounts set forth in paragraph (a) of this Section 6 so collected after the occurrence of and during the continuation ofan Event of Default shall be held in trust by the Pledgor for and as the property of the Secured Party, and shall not be commingled with other funds, moneyor property of the Pledgor.

(c) After the occurrence and during the continuation of an Event of Default, the Pledgor will immediately upon receipt of all such checks, cashor other remittances constituting part of the Collateral or in payment for any Collateral sold, transferred, leased or otherwise disposed of, deliver any suchitems to the Secured Party accompanied by a remittance report in form supplied or approved by the Secured Party. The Pledgor shall deliver such items inthe same form received, endorsed or otherwise assigned by the Pledgor where necessary to permit collection of such items.



(a) In the event of the occurrence and continuation of any Event of Default, to the extent applicable: (i) the Secured Party may exerciseexclusive control over the Collateral; (ii) the Secured Party shall have the right, with or without (to the extent permitted by applicable law) notice to thePledgor, as to any or all of the Collateral, by any available judicial procedure or without judicial process, to take possession of the Collateral and withoutliability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, andgenerally to exercise any and all rights afforded to a secured party under the UCC or other applicable law; (iii) the Secured Party shall have the right to sell,lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, either at public orprivate sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms andconditions, all as the Secured Party in its sole discretion may deem advisable; (iv) at the Secured Party’s request, the Pledgor shall assemble the Collateraland make it available to the Secured Party at places which the Secured Party shall select, whether or the Pledgor’s premises or elsewhere, and makeavailable to the Secured Party, without rent, all of the Pledgor’s premises and facilities for the purpose of the Secured Party’s taking possession of,removing or putting the Collateral in saleable or disposable form; (v) the Secured Party shall have the right to receive any and all cash interest, dividends,distributions, payments or other proceeds paid in respect of the Collateral and made application thereof to the Obligations in accordance with Section 6.06of the Indenture and (vi) any or all of the Collateral may be registered in the name of the Secured Party or its nominee and they may thereafter exercise(x) all voting, corporate and other rights pertaining to such Collateral and (y) any and all rights of conversion, exchange and subscription and any otherrights, privileges or options pertaining to such Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at itsdiscretion any and all securities or securities entitlements upon any merger, consolidation, reorganization, recapitalization or other fundamental change, orupon the exercise of the Pledgor or the Secured Party of any right, privilege or option pertaining to such securities or securities entitlements, and inconnection therewith, the right to deposit and deliver any and all of the securities or securities entitlements with any committee, depositary, transfer agent,registrar or other designated agency upon such terms and conditions as the Secured Party may determine), in each of the foregoing cases, all withoutliability except to account for property actually received by it, but the Secured Party shall have no duty to the Pledgor to exercise any such right, privilege oroption and shall not be responsible for any failure to do so or delay in so doing.

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(b) Any such sale, lease or other disposition of Collateral may be made without demand for performance or any notice of advertisementwhatsoever except that where an applicable statute requires reasonable notice of sale or other disposition, the Pledgor agrees that the sending of ten days’notice by ordinary mail, postage prepaid, to the Pledgor of the place and time of any public sale or of the time at which any private sale or other intendeddisposition is to be made, shall be deemed reasonable notice thereof. Notwithstanding the foregoing, if any of the Collateral may be materially diminishedin value during such ten (10) day period, the Secured Party shall provide the Pledgor with such shorter notice as it deems reasonable under thecircumstances.

(c) The proceeds of any such sale, lease or other disposition of the Collateral shall be applied first to the expenses of retaking, holding, storing,processing and preparing for sale, selling, and the like, and to the reasonable attorneys’ fees and legal expenses incurred by the Secured Party, and then tosatisfaction of the Obligations (in accordance with Section 6.06 of the Indenture), and to the payment of any other amounts required by applicable law. If,upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legallyentitled, the Pledgor will be liable for the deficiency, together with interest thereon, at the rate prescribed in the agreements giving rise to the Obligations,and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Pledgorwaives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral.

9. Power of Attorney . The Pledgor authorizes the Secured Party and does hereby make, constitute and appoint the Secured Party, and anyofficer or agent of the Secured Party, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, with power, in its own name or in thename of the Pledgor: (i) to endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or inrespect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to pay or discharge any taxes, liens,security interest or other encumbrances at any time levied or placed on or threatened against the Collateral; (iii) to demand, collect, receipt for, compromise,settle and sue for monies due in respect of the Collateral; (iv) to receive, open and dispose of all mail addressed to the Pledgor and to notify the post officeauthorities to change the address for delivery of mail addressed to the Pledgor to such address as the Secured Party may designate; (v) to exercise allmembership rights, voting rights, management rights, rights to be admitted as a member, right to remove, expel, elect, appoint or designate managers of theCompany, powers and privileges in connection with the Collateral to the same extent as the Pledgor is entitled to exercise such rights, powers and privilegesand (vi) generally to do all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the SecuredParty’s security interest therein. The Pledgor hereby approves and ratifies all acts of said attorney or designee, who shall not be liable for any acts ofcommission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power ofattorney shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The Secured Party mayexercise this power of attorney only after the occurrence and during the continuance of an Event of Default.

10. Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courierservice, mailed by U.S. mail or sent by telecopy (with confirmed receipt or followed by overnight delivery) to the addresses (or telecopy numbers) set forthin Section 13.1 of the Indenture. Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice tothe other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall bedeemed to have been given on the date of receipt or, if mailed, the third business day following the date so mailed, if earlier.

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(a) No course of dealing between the Pledgor and the Secured Party, or the Secured Party’s failure to exercise or delay in exercising any right,power or privilege hereunder shall operate as a waiver thereof. Any single or partial exercise of any right, power or privilege hereunder shall not precludeany other or further exercise thereof or the exercise of any other right, power or privilege.




15. Successors and Assigns . This Agreement and all obligations of the Pledgor and the Secured Party hereunder shall be binding upon thesuccessors and assigns of the Pledgor and the Secured Party, as applicable, and shall, together with the rights and remedies of the Secured Party hereunder,inure to the benefit of the Secured Party and their respective successors and assigns.

16. No Partnership . The relationship between the Secured Party and the Pledgor shall be only of creditor-debtor and no relationship of agency,partner or joint- or co-venturer shall be created by or inferred from this Agreement or the other Note Documents. The Pledgor shall indemnify, defend, andsave the Secured Party harmless from any and all claims asserted against the Secured Party as being the agent, partner, or joint-venturer of the Pledgor.

17. Entire Agreement . This Agreement embodies the entire agreement and understanding between the Pledgor and the Secured Party withrespect to its subject matter and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. ThePledgor acknowledges and agrees that there is no oral agreement between the Pledgor and the Secured Party which has not been incorporated in thisAgreement.


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(a) This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, any Note Document or any of thetransactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation and enforcement of the rights and duties of theparties hereto shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation, Section 5-1401 et seqof the New York General Obligations Law but otherwise without regard to principles of conflicts of laws).

(b) PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT INTHE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTIONWITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACING OF VENUE INNEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PLEDGORHEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTIONOR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT,ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING ISIMPROPER, OR THAT THIS AGREEMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY SUCH COURTS.TO THE EXTENT PERMITTED BY APPLICABLE LAW, PLEDGOR AGREES NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANYREVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BECALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT. EXCEPT AS PROHIBITED BY LAW, PLEDGOR HEREBY WAIVESANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,UNDER OR IN CONNECTION WITH THIS AGREEMENT.



22. Pledge Continuing, Absolute, Unconditional; Waivers; Right to Deal with the Company .

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(a) The obligations of the Pledgor hereunder shall be continuing, absolute, unlimited and unconditional, shall not be subject to anycounterclaim, setoff, deduction or defense based upon any claim the Pledgor may have against the Secured Party or the Company or any other Person, andshall remain in full force and effect without regard to, and, to the fullest extent permitted by applicable law, shall not be released, discharged or in any wayaffected by, any circumstance or condition (whether or not the Pledgor shall have any knowledge or notice thereof) whatsoever which might constitute alegal or equitable discharge or defense.

(b) The Pledgor unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of any of the mattersreferred to in Section 22(a); (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights against the Pledgor hereunder,including, without limitation, notice of the acceptance of this pledge, or the creation, renewal, extension, modification or accrual of the Obligations or noticeof any other matters relating thereto, any presentment, demand, notice of dishonor, protest, nonpayment of any damages or other amounts payable under anyNote Document; (c) any requirement for the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any NoteDocument, including, without limitation, diligence in collection or protection of or realization upon the Obligations or any part thereof or any collateraltherefor; (d) any requirement of diligence; (e) any requirement to mitigate the damages resulting from a default by the Company under any Note Document;(f) the occurrence of every other condition precedent to which the Pledgor or the Company may otherwise be entitled; (g) the right to require the SecuredParty to proceed against the Company or any other person liable on the Obligations, to proceed against or exhaust any security held by the Company or anyother Person, or to pursue any other remedy in the Secured Party’s power whatsoever; (h) the right to have the property of the Company first applied to thedischarge of the Obligations and (i) until such time that all Obligations have been indefeasibly paid in full, any and all rights it may now or hereafter haveunder any agreement or at law or in equity (including, without limitation, any law subrogating the Pledgor to the rights of the Secured Party) to assert anyclaim against or seek contribution, indemnification or any other form of reimbursement from the Company or any other party liable for payment of any orall of the Obligations for any payment made by the Secured Party under or in connection with this pledge or otherwise. The Secured Party may, at itselection, exercise any right or remedy it may have against the Company without affecting or impairing in any way the liability of the Pledgor hereunder andthe Pledgor waives, to the fullest extent permitted by applicable law, any defense arising out of the absence, impairment or loss of any right ofreimbursement, contribution or subrogation or any other right or remedy of the Pledgor against the Company, whether resulting from such election by theSecured Party or otherwise. The Pledgor waives any defense arising by reason of any disability or other defense of the Company or by reason of thecessation for any cause whatsoever of the liability, either in whole or in part, of the Company to the Secured Party for the Obligations. The Pledgor assumethe responsibility for being and keeping informed of the financial condition of the Company and of all other circumstances bearing upon the risk ofnonpayment of the Obligations and agrees that the Secured Party shall not have any duty to advise the Pledgor of information regarding any condition orcircumstance or any change in such condition or circumstance. The Pledgor acknowledges that the Secured Party has not made any representations to thePledgor concerning the financial condition of the Company.

(c) At any time and from time to time, without terminating, affecting or impairing the validity of this pledge or the obligations of the Pledgorhereunder, the Secured Party may deal with the Company in the same manner and as fully as if this pledge did not exist and shall be entitled, among otherthings, to grant the Company, without notice or demand and without affecting the Pledgor’s liability hereunder, such extension or extensions of time toperform, renew, compromise, accelerate or otherwise change the time for payment of or otherwise change the terms of Indebtedness or any part thereofcontained in or arising under any Note Document or any other document evidencing obligations of the Company to the Secured Party, or to waive anyobligation of the Company to perform, any act or acts as the Secured Party may deem advisable.

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(a) The Secured Party has been appointed to act as collateral agent hereunder by the Holders pursuant to the Indenture. Without limiting thegenerality of any other term or provision herein, the Pledgor acknowledges that the rights and responsibilities of the Secured Party under this Agreementwith respect to any action taken by the Secured Party or the exercise or non-exercise by the Secured Party of any option, voting right, request, judgment orother right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Secured Party and the other Secured Creditors,be governed by the Indenture.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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MBIA INC., as Pledgor


SECURED PARTY:

WILMINGTON SAVINGS FUND SOCIETY, FSB,as Collateral Agent


[Signature Page to MZ Funding Equity Pledge Agreement]

MZ Funding LLC hereby acknowledges the security interest granted to the Secured Party pursuant to this Agreement and agrees that uponnotice by the Secured Party that it has completed a foreclosure on the membership interests of MZ Funding LLC, MZ Funding LLC shall admit the SecuredParty or its designee as a member. MZ Funding LLC hereby acknowledges the power of attorney granted to the Secured Party and agrees that the SecuredParty may exercise voting rights to remove, expel, elect, appoint or designate managers of MZ Funding LLC to the extent provided in such grant.

MZ FUNDING LLC

By: MBIA Inc., a Connecticut corporation, as its sole member


[Signature Page to MZ Funding Equity Pledge Agreement Acknowledgement]

SCHEDULE I Pledgor’s chief executive office or principal office One Manhattanville Road, Purchase, New York 10577

Registered or Legal Name MBIA Inc.

Other names (including business or trade names) used during the lastfive (5) years

None

Schedule I

EXHIBIT A

This Exhibit A to the Pledge Agreement, dated as of July 10, 2019 (as amended, restated, amended and restated, supplemented or modified from timeto time, the “ Pledge Agreement ”), made by MBIA INC., a Connecticut corporation (the “ Pledgor ”) in favor of WILMINGTON SAVINGS FUNDSOCIETY, FSB (the “ Secured Party ”) describes the Collateral granted by the Pledgor to the Secured Party pursuant to the Pledge Agreement. “ UCC ”means the Uniform Commercial Code as in effect in the State of New York as the UCC may be amended, supplemented or modified from time to time. Anyreference to any agreement, instrument or document shall be construed as referring to such agreement, instrument or document, as amended, supplementedor modified from time to time. The Collateral shall be all of the Pledgor’s right, title and interest, whether now existing or hereafter arising or acquired, inand to any and all of the following items of personal property of the Pledgor:

1. All rights of the Pledgor embodied in or arising out of the Pledgor’s status as the holder of 100% of the limited liability company membership

interests of MZ Funding LLC (the “ Company ”) and all of the Pledgor’s rights, powers and privileges as a limited liability company memberrelating to, arising out of or attributable to the operating agreement of the Company, consisting of:

a) all economic rights, including without limitation, all rights to share in the profits and losses of the Company and all rights to receivedistributions of the assets of the Company;

b) all ownership, management, voting, governance or control rights, including without limitation, all rights to vote, consent to action andotherwise participate in the management of the Company pursuant to the operating agreement and certificate of formation;

c) any other membership rights or rights conferred on a member of the Company pursuant to such entity’s operating agreement; and

d) any and all other items of personal property of the Company.

2. All cash, securities, shares, certificates, notes, instruments, rights, receivables and all other property now or hereafter received or receivable bysuch Pledgor in connection with any sale, exchange, redemption or other disposition of any of the foregoing;

3. All dividends, instruments, interest, proceeds and other distributions from time to time received, receivable or otherwise distributed, whether incash, securities or other property on any of the foregoing;

4. All additions to and substitutions for any of the foregoing;

5. All cash and non-cash proceeds of any and all of the foregoing, including, without limitation, all payments under insurance, or any indemnity,warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing;

6. All other interests and rights of the Pledgor in the Company, including without limitation any right to cause the dissolution of the Company orto appoint or nominate a successor to the Pledgor as a member or other equity holder in the Company;

7. All proceeds of any of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the

Secured Party is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any ofthe foregoing Collateral

In each case, the foregoing property shall be covered by the Pledge Agreement, whether such Pledgor’s ownership or other rights therein are presentlyheld or hereafter acquired and howsoever the Pledgor’s interests therein may arise or appear (whether by ownership, security interest, claim or otherwise).

The granting of the foregoing security interest does not make the Secured Party a successor to the Pledgor as a member of the Company, and noSecured Party nor any of their respective successors, assigns or agents hereunder shall be deemed to have become a member of the Company by acceptingthis Agreement or exercising any right granted herein unless and until such time, if any, when the Secured Party or any such successor or assign expresslybecomes a member of the Company after a foreclosure. Notwithstanding anything herein to the contrary (except to the extent, if any, that the Secured Partyor any of its successors or assigns hereafter expressly becomes a member of the Company), neither the Secured Party nor any of their respective successors,assigns or agents shall be deemed to have assumed or otherwise become liable for any debts or obligations of the Company or of the Pledgor to theCompany.



MBIA INC.

By Name: Title:

Exhibit 99.10

Execution Version

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT, dated as of July 10, 2019 (this “ Agreement ”), among WILMINGTON SAVINGS FUND SOCIETY, FSB,solely in its capacity as Senior Notes Trustee, MZ FUNDING LLC, as Issuer, MBIA INSURANCE CORPORATION, as Insurer, and WILMINGTONSAVINGS FUND SOCIETY, FSB, solely in its capacity as Subordinated Notes Trustee. The parties hereto hereby agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Bankruptcy Code ” means Title 11 of the United States Code, as now and hereafter in effect, as may be amended, or any successor statute.

“ Cash Collateral ” has the meaning set forth in Section 5.2(a).

“ Collateral ” means all property (whether real or personal) with respect to which any security interests have been granted (or purported to begranted) pursuant to the Senior Debt Documents or the Subordinated Debt Documents, including any proceeds and products thereof.

“ Issuer ” means MZ Funding LLC.

“ Insurer ” means MBIA Insurance Corporation.

“ Insolvency Proceeding ” means any case, proceeding or other action by or against the Issuer or Insurer (a) under any existing or future law(including by any governmental agency or department with jurisdiction over insurance companies) of any jurisdiction, domestic or foreign, relating tobankruptcy, insolvency, reorganization, rehabilitation, liquidation, conservatorship, receivership or relief of debtors, seeking to have an order for reliefentered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation,dissolution, composition, rehabilitation or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, trustee, custodian, conservator,rehabilitator, liquidator or other similar official for it or for all or any substantial part of its assets.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interestin, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or anyfinancing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchaseoption, call or similar right of a third party with respect to such securities.

“ Majority Senior Noteholders ” means the holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes.

“ Obligor ” means the Issuer and the Insurer.

“ Person ” means any person, individual, sole proprietorship, partnership, joint venture, corporation, limited liability company, trust, businesstrust, joint stock company, unincorporated organization, association, institution, party, including any governmental authority or any other entity of whatevernature.

“ Senior Debt Agreements ” means the Senior Notes Indenture and the Senior Note Purchase Agreement.

“ Senior Debt Documents ” means the Senior Debt Agreements, the Senior Notes, this Agreement, the Senior Security Documents, the SeniorNotes Insurance Policy and any other documents delivered to the Senior Creditor by any Obligor evidencing, securing or insuring the Senior Obligations.

“ Senior Creditor ” means, collectively, the Senior Notes Trustee and the holders of the Senior Notes.

“ Senior Note Purchase Agreement ” means that certain Note Purchase Agreement, dated as of June 10, 2019, by and among the purchasersnamed therein, as purchasers, and the Issuer.

“ Senior Notes ” means the 12% senior secured notes due 2022 of the Issuer purchased and sold pursuant to the Senior Note PurchaseAgreement and governed by the Senior Notes Indenture.

“ Senior Notes Indenture ” means that certain Indenture, dated as of the date hereof, by and between the Issuer and the Senior Notes Trustee, astrustee and collateral agent.

“ Senior Notes Insurance Policy ” means insurance policy no. 1406071 dated as of the date hereof, issued by the Insurer and insuring the timelypayment of all amounts due under the Senior Notes.

“ Senior Notes Trustee ” means Wilmington Savings Fund Society, FSB, solely in its capacity as indenture trustee and collateral agent underthe Senior Notes Indenture (and not in its individual or corporate capacity).

“ Senior Obligations ” means any, and now existing or hereafter arising, obligations of any Obligor to the Senior Creditor under the Senior DebtDocuments, whether primary or secondary, direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or not, liquidated orunliquidated, arising by operation of law or otherwise, whether for principal, interest, fees, expenses, indemnification obligations, reimbursementobligations or otherwise (including any applicable Make-Whole Premium (as defined in the Senior Notes Indenture), and including, without limitation,interest, fees, costs or other payments on the Senior Obligations paid or accrued after the commencement of an Insolvency Proceeding and whether or notsuch claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any InsolvencyProceeding), together with all costs of collection or enforcement, including, without limitation, reasonable attorneys’ fees incurred in any collection effortsor in any action or proceeding.

“ Senior Security Documents ” means that certain (a) Pledge Agreement, dated as of the date hereof by MBIA, Inc. in favor of the Senior NotesTrustee, and (b) Security Agreement, dated as of the date hereof, by and among the Issuer and the Senior Notes Trustee.

“ Subordinated Debt Agreements ” means the Subordinated Notes Indenture and the Subordinated Note Purchase Agreement.

“ Subordinated Debt Documents ” means the Subordinated Debt Agreements, the Subordinated Notes, the Subordinated Security Agreement,the Subordinated Notes Insurance Policy and any other documents delivered to the Subordinated Creditor by any Obligor evidencing, securing or insuringthe Subordinated Obligations.

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“ Subordinated Creditor ” means, collectively, the Subordinated Notes Trustee and the holders of the Subordinated Notes.

“ Subordinated Note Purchase Agreement ” means that certain Subordinated Note Purchase Agreement, dated as of January 10, 2017, by andbetween the Issuer and MBIA Inc., as purchaser.

“ Subordinated Notes ” means the Amended and Restated 12% subordinated secured notes due 2022 of the Issuer purchased and sold pursuantto the Subordinated Note Purchase Agreement and governed by the Subordinated Notes Indenture.

“ Subordinated Notes Indenture ” means that certain Amended and Restated Subordinated Indenture, dated as of the date hereof, by andbetween the Issuer and the Subordinated Notes Trustee, as trustee and collateral agent.

“ Subordinated Notes Insurance Policy ” means insurance policy no. 1406072, dated as of the date hereof, issued by the Insurer and insuring thetimely payment of all amounts due under the Subordinated Notes.

“ Subordinated Notes Trustee ” means Wilmington Savings Fund Society, FSB, solely in its capacity as indenture trustee and collateral agentunder the Subordinated Notes Indenture (and not in its individual or corporate capacity).

“ Subordinated Obligations ” means any, and now existing or hereafter arising, obligations of any Obligor to the Subordinated Creditor underthe Subordinated Debt Documents, whether primary or secondary, direct or indirect, absolute or contingent, joint or several, secured or unsecured, due ornot, liquidated or unliquidated, arising by operation of law or otherwise, whether for principal, interest, fees, expenses, indemnification obligations,reimbursement obligations or otherwise (including any applicable Make-Whole Premium (as defined in the Subordinated Notes Indenture), and including,without limitation, interest, fees, costs or other payments on the Subordinated Obligations paid or accrued after the commencement of an InsolvencyProceeding and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protectionpursuant to any Insolvency Proceeding), together with all costs of collection or enforcement, including, without limitation, reasonable attorneys’ feesincurred in any collection efforts or in any action or proceeding.

“ Subordinated Security Agreement ” means that certain Amended and Restated Security Agreement, dated as of the date hereof, by and amongthe Issuer and the Subordinated Notes Trustee.

Section 1.2 Other Definitions . Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Senior DebtAgreements.

Section 1.3 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,”and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effectas the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall beconstrued as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to anyrestrictions on such amendments, supplements or modifications set

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forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof,”and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) allreferences herein to Articles, Sections, and Schedules shall be construed to refer to Articles and Sections of, and Schedules to, this Agreement, (e) the words“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,including cash, securities, accounts and general intangibles and (f) references to sections of, or rules under, the Securities Act or the Exchange Act shall bedeemed to include substitute, replacement or successor sections or rules adopted by the Securities and Exchange Commission from time to time.

ARTICLE II: SUBORDINATION

Section 2.1 Subordination . The Subordinated Creditor hereby subordinates any and all claims now or hereafter owing to the SubordinatedCreditor by any Obligor under the Subordinated Obligations to any and all claims now or hereafter owing to the Senior Creditor by any Obligor under theSenior Obligations (including, without limitation, interest, fees, costs, indemnification obligations, reimbursement obligations or other payments on theSenior Obligations paid or accrued after the commencement of an Insolvency Proceeding and whether or not such claims are deemed allowed or recoverablein any Insolvency Proceeding, and payment of or for adequate protection for the benefit of the Senior Creditor pursuant to any Insolvency Proceeding), andagrees that all Senior Obligations shall be paid in full in cash and all commitments by the Senior Creditor to provide credit accommodations under theSenior Debt Documents shall have been terminated before any payment may be made on the Subordinated Obligations, whether of principal, interest, fees,expenses, indemnification obligations, reimbursement obligations or other indebtedness or debt. For the avoidance of doubt, the Subordinated Creditorhereby subordinates any and all claims now or hereafter owing to it by the Insurer under the Subordinated Notes Insurance Policy to those owing to theSenior Creditor under the Senior Notes Insurance Policy.

Section 2.2 No Permitted Payments . All Senior Obligations shall be paid in full in cash, and all commitments by the Senior Creditor toprovide credit accommodations under the Senior Debt Documents shall have been terminated, before any payment may be made on the SubordinatedObligations, whether of principal, interest, fees, expenses, indemnification obligations, reimbursement obligations or other indebtedness or debt.Notwithstanding the foregoing sentence, accrued and unpaid interest that is payable to the Subordinated Creditor on account of the SubordinatedObligations may be paid in kind pursuant to the terms of the Subordinated Debt Documents.

Section 2.3 Turnover . The Subordinated Creditor agrees not to accept any payment on account of the Subordinated Obligations (from anyObligor or otherwise) or take any other action designed to secure indirectly from any Obligor any payment on account of the Subordinated Obligationswithout the express, prior written consent of the Senior Notes Trustee, and the Subordinated Creditor agrees to pay over to the Senior Notes Trustee anypayments that may be received by it from any Obligor (or otherwise with respect to the Subordinated Obligations including payments under theSubordinated Notes Insurance Policy) at any time until the Senior Obligations have been paid in full in cash and all commitments by the Senior Creditor toprovide credit accommodations under the Senior Debt Documents shall have been terminated. In case any payments shall be paid or delivered to theSubordinated Creditor under the circumstances described in the preceding sentence before the Senior Obligations shall have been paid in full in cash, and allcommitments by the Senior Creditor to provide credit accommodations under the Senior Debt Agreements and the other Senior Debt Documents shall havebeen terminated, such payments shall be held in trust by the Subordinated Creditor for the benefit of the Senior Creditor and be immediately paid anddelivered to the Senior Notes Trustee.

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ARTICLE III: LIENS AND COLLATERAL

Section 3.1 Relative Priority of Liens . Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Lienssecuring the Subordinated Obligations granted on the Collateral or of any Liens securing the Senior Obligations granted on the Collateral andnotwithstanding any provision of the Uniform Commercial Code or any other applicable law or the Senior Debt Documents or the Subordinated DebtDocuments or any defect or deficiencies in, or failure to perfect, the Liens securing the Senior Obligations or Subordinated Obligations or any othercircumstance whatsoever, the Senior Notes Trustee, on behalf of itself and/or the holders of Senior Notes, and the Subordinated Notes Trustee, on behalf ofitself and/or the applicable holders of Subordinated Notes, hereby each agree that:

(a) any Lien of the Senior Notes Trustee on the Collateral, whether now or hereafter held by or on behalf of the Senior Notes Trustee or anyholders of Senior Notes or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation orotherwise, shall be senior in all respects and prior to all Liens of any Subordinated Creditor on the Collateral; and

(b) the priority of the Liens securing the Senior Obligations set forth above, in Section 3.1(a), shall continue during any InsolvencyProceeding. In the event of any payment, distribution, division or application, partial or complete, voluntary or involuntary, by operation of law orotherwise, of all or any part of any Collateral, or the proceeds thereof, or any securities of any Obligor, to Subordinated Creditor, by reason of anyliquidation, dissolution or other winding up of any Obligor or its business or by reason of any sale or Insolvency Proceeding, then any such payment ordistribution of any kind or character, whether in cash, property or securities, which, but for the subordination provisions of this Agreement, would otherwisebe payable or deliverable upon or in respect of the Subordinated Obligations, shall instead be paid over or delivered directly to the Senior Notes Trustee forapplication to the payment of the Senior Obligations, to the extent necessary to make payment of the Senior Obligations until the Senior Obligations shallhave been paid in full in cash and all commitments by the Senior Creditor to provide credit accommodations under the Senior Debt Agreements and theother Senior Debt Documents shall have been terminated, and no holder of the Subordinated Obligations shall receive any such payment or distribution orany benefit therefrom to such extent until the Senior Obligations have been fully paid in cash and all commitments by the Senior Creditor to provide creditaccommodations under the Senior Debt Documents shall have been terminated, after which such payments or distributions may be applied to payment ofthe Subordinated Obligations. The subordination of the Subordinated Obligations, as provided for in this Agreement, establishes the relative rights of theSenior Creditor, on the one hand, and the Subordinated Creditor, on the other hand.

Section 3.2 Prohibition on Contesting Liens . The Subordinated Creditor agrees that it will not (and hereby waives any right to) contest, orsupport any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the perfection, priority, validity or enforceability of a Lienheld by or on behalf of the Senior Creditor in the Collateral.

Section 3.3 Disposition and Use of Collateral .

(a) Subject to the provisions of this Agreement, the Senior Notes Trustee shall have the exclusive right to control all matters regarding anyCollateral securing the Senior Obligations and any Lien of the Senior Notes Trustee thereon including the disposition, sale and use of such Collateral, andthe subordination and release of any such Lien, whether in an Insolvency Proceeding or otherwise, subject to, and in accordance with, the terms of theSenior Security Documents.

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(b) Until the Senior Obligations have been paid in full in cash and all commitments by the Senior Creditor to provide credit accommodationsunder the Senior Debt Documents shall have been terminated, in the event of any disposition, sale, transfer or acceptance of any Collateral, the Liens heldby the Subordinated Creditor on such Collateral shall terminate and be released automatically and without further action if the Liens securing the SeniorObligations on such Collateral are released; provided , that the Liens of the Senior Creditor and Subordinated Creditor on the proceeds of such Collateralshall continue, subject to the other provisions of this Agreement, and that the Senior Notes Trustee has provided to the Subordinated Creditor at least ten(10) days prior written notice of any such release of Liens securing the Senior Obligations. The Subordinated Creditor agrees to execute and deliver anyevidence or confirmation of such release as shall be reasonably requested by the Senior Notes Trustee.

(c) Absent the consent of the Majority Senior Noteholders, the Subordinated Creditor shall not consent, to the extent its consent is required, toany liquidation or Insolvency Proceeding of any Obligor and shall not vote for or otherwise support any plan of reorganization or liquidation of any Obligor,any of which would cause the Senior Obligations to be paid less than in full in cash.

Section 3.4 Distribution of Proceeds of Collateral . In the event of a disposition or sale of the Collateral, all proceeds thereof, received inconnection with or resulting from any enforcement action or Insolvency Proceeding, shall be distributed as follows:

(a) first , the cash proceeds therefrom shall be distributed to the Senior Notes Trustee until payment in full in cash of costs and expenses ofthe Senior Notes Trustee in connection with such enforcement action or Insolvency Proceeding to the extent permitted hereunder;

(b) second , the cash proceeds therefrom shall be distributed for application in accordance with the terms of the Senior Debt Documents untilthe Senior Obligations shall have been paid in full;

(c) third , the cash proceeds therefrom shall be distributed to the Subordinated Notes Trustee until payment in full in cash of costs andexpenses of the Subordinated Notes Trustee in connection with such enforcement action or Insolvency Proceeding to the extent permitted hereunder; and

(d) fourth , the cash proceeds therefrom shall be distributed for application in accordance with the terms of the Subordinated Debt Documentsuntil the Subordinated Obligations shall have been paid in full.

ARTICLE IV: REMEDIES

Section 4.1 Subordinated Creditor’s Restricted Remedies . Until the Senior Obligations have been paid in full in cash and all commitmentsby the Senior Creditor to provide credit accommodations under the Senior Debt Documents shall have been terminated, without the express written consentof the Majority Senior Noteholders, the Subordinated Creditor shall not (a) take any action or exercise any remedy against any Obligor to enforce theSubordinated Obligations; (b) take any action or exercise any remedy against any guarantor of, or pledgor securing, the Senior Obligations in order tocollect any of the Subordinated Obligations; (c) commence, or join with any other creditor of any Obligor or any guarantor of or pledgor securing the SeniorObligations in commencing, any bankruptcy, reorganization or other Insolvency Proceeding against any Obligor or any guarantor of, or pledgor securing,the Senior Obligations; (d) take any action or exercise any remedy against any property or assets of any Obligor or any guarantor of, or pledgor securing, theSenior Obligations; (e) contest any Lien on any Collateral; (f) object to any proposal by the Senior Creditor to accept any Collateral in full or partialsatisfaction of the Senior Obligations; or (g) contest any request by the Senior Creditor for adequate protection under the

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Bankruptcy Code or any applicable insurance code, or contest any objection by the Senior Creditor claiming lack of adequate protection, in each case, withrespect to any Collateral securing the Senior Obligations. The Subordinated Creditor understands and agrees that the Senior Creditor shall have the right,but shall have no obligation, to cure any default under the Subordinated Obligations without the prior written consent of the Subordinated Creditor. None ofthe foregoing shall prevent the automatic acceleration under the Subordinated Debt Documents, pursuant to the terms thereof. Notwithstanding anythingcontained in this Agreement to the contrary, in no event shall the Subordinated Creditor be entitled, without the consent of the Senior Notes Trustee, toreceive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with anybankruptcy or other Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of any Obligoror the assets or properties of any Obligor, in any case unless the Senior Obligations are paid in full in cash and all commitments by the Senior Creditor toprovide credit accommodations under the Senior Debt Agreements and the other Senior Debt Documents shall have been terminated.

Section 4.2 Appointment of Attorney-In-Fact . In order to enable the Senior Creditor to enforce its rights under this Agreement, with noticeto the Subordinated Creditor, the Senior Notes Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the SubordinatedCreditor or otherwise), but shall have no obligation, to enforce claims on account of any of the Subordinated Obligations by proof of debt, proof of claim,cause of action or otherwise, and take generally any action, which the Subordinated Creditor might otherwise be entitled to take, as the Senior Notes Trusteemay deem reasonably necessary or advisable for the enforcement of its rights or interests hereunder.

Section 4.3 Further Assurances . To the extent necessary for the Senior Creditor to realize the benefits of the subordination of theSubordinated Obligations provided for herein (including, without limitation, the right to receive any and all payments and distributions that might otherwisebe payable or deliverable with respect to the Subordinated Obligations in any Insolvency Proceeding or otherwise), the Subordinated Creditor shall executeand deliver to the Senior Notes Trustee such reasonably necessary instruments or documents (together with such assignments or endorsements as the SeniorNotes Trustee shall reasonably deem necessary), as may be reasonably requested by the Senior Notes Trustee.

ARTICLE V: INSOLVENCY PROCEEDINGS

Section 5.1 Enforceability and Continuing Priority . This Agreement shall be applicable before, during, and after the commencement of anyInsolvency Proceeding and all converted or succeeding cases in respect thereof. The relative rights of the Senior Creditor and Subordinated Creditor in or toany distributions from, or in respect of, any Collateral securing the Senior Obligations and Subordinated Obligations, or proceeds thereof, shall continuefollowing the commencement of any Insolvency Proceeding. Accordingly, the provisions of this Agreement are intended to be and shall be deemed toconstitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and any applicable insurance code and are intended tobe and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to any Obligor shallinclude such Obligor as debtor and debtor-in-possession and any receiver or trustee for such Obligor in any Insolvency Proceeding.

Section 5.2 Financing Issues .

(a) Until the Senior Obligations are paid in full, if any Obligor shall be subject to an Insolvency Proceeding and the Majority SeniorNoteholders shall desire to permit the use, sale or lease of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code; herein “ Cash

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Collateral ”) on which the Senior Creditor or any other creditor has a Lien or to permit such Obligor to obtain financing under Sections 363 or 364 of theBankruptcy Code or any law, whether from the Senior Creditor or any other Person (each, a “ Post-Petition Financing ”), then the Subordinated Creditoragrees that it will not contest, protest or object to (or support any other Person contesting, protesting or objecting to), and the Subordinated Creditor will bedeemed to have consented to, such use of Cash Collateral or Post-Petition Financing and, so long as the Subordinated Creditor is permitted to retain theLiens securing the Subordinated Obligations, the Subordinated Creditor will subordinate its Liens in the Collateral securing the Subordinated Obligations to(i) the Liens securing such Post-Petition Financing (and all obligations relating thereto), (ii) any adequate protection provided to the Senior Creditor inconnection therewith and (iii) any “carve-out” for professionals and United States Trustee fees agreed to by the Senior Creditor.

(b) If any Obligor shall become subject to any Insolvency Proceeding, the Subordinated Creditor agrees that no Subordinated Creditor shallprovide to any Obligor, as debtor-in-possession, any Post-Petition Financing to the extent that any Subordinated Creditor would, in connection with suchfinancing, be granted a Lien on any existing or future property of any Obligor senior to or pari passu with the Lien of the Senior Notes Trustee with respectto such property.

Section 5.3 Post-Petition Interest . The Subordinated Creditor shall not oppose or seek to challenge any claim by the Senior Creditor for allowancein any Insolvency Proceeding of Senior Obligations consisting of post-petition interest, fees or expenses, including any Make-Whole Premium (as definedin the Senior Notes Indenture) provided for under the Senior Debt Documents. Regardless of whether any such claim for post-petition interest, fees orexpenses is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended toinclude and does include the “rule of explicitness” in that this Agreement expressly entitles the Senior Creditor, and is intended to provide the SeniorCreditor with the right, to receive payment of all post-petition interest, fees or expenses through distributions made pursuant to the provisions of thisAgreement even if such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of any Obligor under Section 502(b)(2) orSection 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any similar law.

Section 5.4 Adequate Protection . In any Insolvency Proceeding involving any Obligor:

(a) The Subordinated Creditor agrees that, prior to the payment in full of the Senior Obligations, the Subordinated Creditor shall not contest,protest or object to (or support any other Person contesting, protesting or objecting to) (i) any request by any Senior Creditor for adequate protection or(ii) any objection by any Senior Creditor to any motion, relief, action, or proceeding based on any Senior Creditor claiming a lack of adequate protection;and

(b) In the event that any Senior Creditor or Subordinated Creditor is granted adequate protection of their interest in any Collateral in the formof a superpriority administrative expense claim, such superpriority administrative expense claims shall be deemed to be subject to the terms and prioritieshereunder, meaning for example that the superpriority administrative expense claims for adequate protection of the interests of the Senior Notes Trustee inthe Collateral shall be senior to the Subordinated Notes Trustee’s superpriority administrative expense claim for adequate protection in respect of theCollateral.

Section 5.5 Sale of Collateral . The Subordinated Creditor agrees that it will not contest, protest or object (or support any other Person contesting,protesting or objecting to), and will be deemed to have consented to and will not oppose, the disposition of any Collateral free and clear of the claims, Liens,and interests of the Subordinated Creditor under Sections 363 or 1129 of the Bankruptcy Code if the Senior Notes Trustee has consented to such dispositionof such property; provided , that the interests of the Subordinated Creditor in such Collateral attach to the proceeds thereof, subject to the terms andpriorities set forth in this Agreement and solely to the extent such proceeds are available.

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Section 5.6 Relief from the Automatic Stay . The Subordinated Creditor agrees that it shall not (a) seek (or support any other Person seeking) relieffrom the automatic stay or any other stay in any Insolvency Proceeding in respect of any Collateral securing the Subordinated Obligations, without the priorwritten consent of the Senior Notes Trustee, or (b) oppose any request by the Senior Notes Trustee or any holder of the Senior Notes to seek relief from theautomatic stay or any other stay in any Insolvency Proceeding in respect of the Collateral securing the Senior Notes Obligations.

ARTICLE VI: MISCELLANEOUS

Section 6.1 Indemnity for Breach . The holders of the Subordinated Notes shall indemnify the Senior Creditor for any and all losses, claims,damages, liabilities and related expenses, including the reasonable fees and disbursements of counsel arising out of, in connection with or as a result of, anybreach of this Agreement by the holders of Subordinated Notes.

Section 6.2 No Fiduciary Duty . The Senior Creditor shall have no duties or responsibilities and shall not, by reason of this Agreement be atrustee for the Subordinated Creditor or have any other fiduciary obligations to Subordinated Creditor. Neither the Senior Creditor nor any of its directors,officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith,except for its or their own gross negligence or willful misconduct.

Section 6.3 Subrogation . Subject to the last sentence of this Section 6.3, the Subordinated Creditor shall not be subrogated to, or entitled toany assignment of, any Senior Obligations or Subordinated Obligations or of any Collateral for or guarantees of evidence of any thereof. The SubordinatedCreditor hereby waives any and all rights to have Collateral, or any part thereof, which was granted to or is held by the Senior Creditor, marshalled uponany foreclosure or other disposition of such Collateral by the Senior Creditor or any Obligor with the consent of the Majority Senior Noteholders. Upon thepayment in full in cash of all Senior Obligations and the Senior Creditor’s termination of all commitments to provide credit accommodations under theSenior Debt Documents, the Subordinated Creditor shall be automatically subrogated to the remaining rights, if any, of the Senior Creditor against anyObligor to the extent of payments received and retained by the Senior Creditor which, but for this Agreement, would have been received and retained by theSubordinated Creditor; provided that, the Subordinated Creditor would be legally entitled to such subrogation but for the provisions of this Agreement.

Section 6.4 Waiver . The Subordinated Creditor unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:(a) except to the extent expressly provided in this Agreement, notice of any of the matters referred to in this Agreement; (b) all notices which may berequired by statute, rule of law or otherwise to preserve any rights against the Subordinated Creditor hereunder, including, without limitation, (i) notice ofthe acceptance of this Agreement, (ii) notice of the creation, renewal, extension, modification or accrual of the Senior Obligations or any other mattersrelating thereto, and (iii) any presentment, demand, notice of dishonor, protest, or nonpayment of any damages or other amounts payable under any SeniorDebt Document; (c) any requirement for the enforcement, assertion or exercise of any right, remedy, power or privilege under, or in respect of, any SeniorDebt Document, including, without limitation, diligence in collection or protection of, or realization upon, the Senior Obligations or any part thereof or anyCollateral; (d) any requirement of diligence; (e) any requirement to mitigate the damages resulting from a default by any Obligor under any Senior DebtDocument; (f) the occurrence of every other condition precedent to which the Subordinated Creditor or any Obligor may

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otherwise be entitled; (g) the right to require the Senior Creditor to proceed against any Obligor or any other person liable on the Senior Obligations, toproceed against or exhaust any Collateral held by any Obligor or any other person, or to pursue any other remedy in the Senior Creditor’s powerwhatsoever; (h) the right to have any proceeds of Collateral or the property of any Obligor first applied to the discharge of the Senior Obligations, or anyother form of marshalling; and (i) until such time that all Senior Obligations have been indefeasibly paid in full in cash, any and all rights it may now orhereafter have under any agreement or at law or in equity (including, without limitation, any law subrogating the Subordinated Creditor to the rights of theSenior Creditor) to assert any claim against or seek contribution, indemnification or any other form of reimbursement from any Obligor or any other partyliable for payment of any or all of the Senior Obligations for any payment made by any Obligor under, or in connection with, the Senior Debt Documents orotherwise. All of the Senior Obligations shall be deemed to have been made or incurred in reliance upon this Agreement.

Section 6.5 Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand orovernight courier service, mailed by U.S. mail or sent by telecopy (with confirmed receipt or followed by overnight delivery) to the addresses (or telecopynumbers) set forth on the signature pages hereof. Any party hereto may change its address or telecopy number for notices and other communicationshereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of thisAgreement shall be deemed to have been given on the date of receipt or, if mailed, the third business day following the date so mailed, if earlier.

Section 6.6 No Impairment . No right of the Senior Creditor to enforce the subordination of the Subordinated Obligations may be impairedby any act, or failure to act, by any Obligor or Senior Creditor or by the failure of any Obligor, Senior Creditor or Subordinated Creditor to comply with thisAgreement.

Section 6.7 Amendment and Waiver . No alteration, modification, amendment or waiver of any terms and conditions of this Agreement shallbe effective or enforceable against the Senior Creditor unless set forth in a writing signed by the Majority Senior Noteholders.

Section 6.8 Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement and any claim, controversy or dispute related to or in connection with this Agreement, the Senior Debt Documents, theSubordinated Debt Documents or any of the transactions contemplated hereby or thereby, the relationship of the parties hereto and the interpretation andenforcement of the rights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York(including, without limitation, Section 5-1401 et seq of the New York General Obligations Law but otherwise without regard to principles of conflicts oflaws).

(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL ORSTATE COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR INCONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACINGOF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW,EACH PARTY HERETO HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANYSUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS,THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION ORPROCEEDING IS

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IMPROPER, OR THAT ANY SENIOR DEBT DOCUMENT, SUBORDINATED DEBT DOCUMENT OR INSTRUMENT REFERRED TO HEREINMAY NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETOAGREES NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURTOF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT.EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INRESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.5. Nothing in thisAgreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 6.9 Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), eachof which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of asignature page of this Agreement by facsimile or other means of electronic transmission shall be effective as delivery of a manually executed counterpart ofthis Agreement.

Section 6.10 Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns, except that the Subordinated Notes Trustee further agrees not to sell, assign, transfer or endorse anySubordinated Obligations to anyone unless such assignee or transferee agrees in writing to be bound by, and be a party to, this Agreement. For theavoidance of doubt, upon the sale, assignment or transfer of any Subordinated Note, the new holder of such Subordinated Note shall be automatically boundby this Agreement.

Section 6.11 The Senior Notes Trustee . Notwithstanding any other provision of this Agreement:

(a) The Senior Notes Trustee has been appointed to act as Senior Notes Trustee by the holders of the Senior Notes. Without limiting thegenerality of any other term or provision herein, each holder of Senior Notes, each Subordinated Creditor and each Obligor acknowledges that the rights andresponsibilities of the Senior Notes Trustee under this Agreement with respect to any action taken by the Senior Notes Trustee or the exercise ornon-exercise by the Senior Notes Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arisingout of this Agreement shall, as between the Senior Notes Trustee and the holders of the Senior Notes, be governed by the Senior Debt Documents.

(b) In entering into this Agreement, and in taking (or refraining from) any actions under or pursuant to this Agreement, the Senior NotesTrustee shall be protected by and shall enjoy all of the rights, immunities, protections and indemnities granted to it under the Senior Debt Documents.

(c) Anything herein to the contrary notwithstanding, whenever reference is made in this Agreement to any action by, consent, designation,specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not tobe) suffered or omitted by the Senior Notes Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or otherexercise of discretion, rights or remedies to be made (or not to be made) by the Senior Notes Trustee, it is understood that in all cases the Senior NotesTrustee shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same

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(or shall not be undertaking and exercising the same), in each case in accordance with the Senior Debt Documents. This provision is intended solely for thebenefit of the Senior Notes Trustee and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense,claim or counterclaim, or confer any rights or benefits on any party hereto.

Section 6.12 The Subordinated Notes Trustee . Notwithstanding any other provision of this Agreement:

(a) The Subordinated Notes Trustee has been appointed to act as Subordinated Notes Trustee by the holders of the Subordinated Notes.Without limiting the generality of any other term or provision herein, each holder of Subordinated Notes, each Senior Creditor and each Obligoracknowledges that the rights and responsibilities of the Subordinated Notes Trustee under this Agreement with respect to any action taken by theSubordinated Notes Trustee or the exercise or non-exercise by the Subordinated Notes Trustee of any option, voting right, request, judgment or other rightor remedy provided for herein or resulting or arising out of this Agreement shall, as between the Subordinated Notes Trustee and the holders of theSubordinated Notes, be governed by the Subordinated Debt Documents.

(b) In entering into this Agreement, and in taking (or refraining from) any actions under or pursuant to this Agreement, the SubordinatedNotes Trustee shall be protected by and shall enjoy all of the rights, immunities, protections and indemnities granted to it under the Subordinated DebtDocuments.

(c) Anything herein to the contrary notwithstanding, whenever reference is made in this Agreement to any action by, consent, designation,specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not tobe) suffered or omitted by the Subordinated Notes Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction orother exercise of discretion, rights or remedies to be made (or not to be made) by the Subordinated Notes Trustee, it is understood that in all cases theSubordinated Notes Trustee shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall notbe undertaking and exercising the same), in each case in accordance with the Subordinated Debt Documents. This provision is intended solely for thebenefit of the Subordinated Notes Trustee and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to anydefense, claim or counterclaim, or confer any rights or benefits on any party hereto.


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IN WITNESS WHEREOF , each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered by theirrespective duly authorized representatives as of the date first above written.

MZ FUNDING LLCIssuer


Notice Address: c/o MBIA Inc. One Manhattanville Road Purchase, New York 10577 Attention: Anthony Reynolds Telephone: (914) 765-3037 Facsimile: (914) 989-1295

MBIA INSURANCE CORPORATION, asInsurer


Notice Address: One Manhattanville Road Purchase, New York 10577 Telephone: (914) 765-3037 Facsimile: (914) 989-1295

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WILMINGTON SAVINGS FUND SOCIETY, FSB,asSenior Notes Trustee

By: /s/ Haley A. Harris Name: Haley A. Harris Title: Trust Officer

Notice Address: 500 Delaware Avenue Wilmington, DE 19801 Telephone: 302-573-3218 Facsimile: 302-421-9137

WILMINGTON SAVINGS FUND SOCIETY, FSB,as Subordinated Notes Trustee


Notice Address: 500 Delaware Avenue Wilmington, DE 19801 Telephone: 302-573-3218 Facsimile: 302-421-9137

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