The Bank of New York Mellon Trust Company, National Association

BRODERICK CDO 2 LTD.

BRODERICK CDO 2 CORP.

NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE, AMENDMENT TO COLLATERAL MANAGEMENT AGREEMENT AND AMENDMENT TO PREFERRED SHARE PAYING

AGENCY AGREEMENT

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE NOTES AND PREFERRED SHARES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE NOTES AND PREFERRED SHARES IN A TIMELY MANNER.

September 17, 2015

To: The Noteholders and Preferred Shareholders as of September 17, 2015 (the “Record Date”) described as:

Class Designation

CUSIP∗ Regulation S

CUSIP* Restricted Securities

ISIN* Regulation S

ISIN* Restricted Securities

Class A-1AD Notes G16174AJ6 112018AJ5 USG16174AJ64 US112018AJ51

Class A-1AT Notes GI6174AA5 112018AA4 USG16174AA55 US112018AA43

Class A-1B Notes G16174AC1 112018AC0 USG16174AC12 US112018AC09

Class A-2 Notes G16174AD9 112018AD8 USG16174AD94 US112018AD81

Class B Notes G16174AE7 112018AE6 USG16174AE77 US112018AE64

Class C Notes G16174AF4 112018AF3 USG16174AF43 US112018AF30

Class D Notes G16174AG2 112018AG1 USG16174AG26 US112018AG13

Class E Notes G16174AH0 112018AH9 USG16174AH09 US112018AH95

Preferred Shares G16172101 112017207 KYG520422000 US1120172077

To: Additional Addressees on Schedule I

∗ No representation is made as to the correctness of the CUSIP or ISIN numbers as printed on the Notes or the Preferred Shares or as contained in this notice. Such numbers are included solely for the convenience of the Noteholders or Preferred Shareholders.

Reference is hereby made to that certain (i) Indenture dated as of September 1, 2006 (as supplemented, amended or modified from time to time, the “Indenture”), among BRODERICK CDO 2 LTD., as issuer (the “Issuer”), BRODERICK CDO 2 CORP., as co-issuer (the “Co-Issuer”, and together with the Issuer, the “Co-Issuers”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as successor to JPMorgan Chase Bank, National Association), as trustee (the “Trustee”); (ii) Preferred Share Paying Agency Agreement dated as of September 1, 2006 (as supplemented, amended or modified from time to time, the “PSPAA”), among the Issuer, Fund Fiduciary Partners Limited (as successor to Intertrust SPV (Cayman) Limited (formerly known as Walkers SPV Limited)), as Preferred Share Registrar, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as successor to JPMorgan Chase Bank, National Association), as Preferred Share paying agent (the “Preferred Share Paying Agent”); and (iii) Collateral Management Agreement dated as of December 15, 2008 (as supplemented, amended or modified from time to time, the “CMA”) between the Issuer and Apollo ST Debt Advisors LLC (formerly known as Stone Tower Debt Advisors LLC), as collateral manager (the “Collateral Manager”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture, the PSPAA or the CMA, as applicable.

The Trustee is in receipt of a notice dated September 17, 2015 (the “Issuer Notice”) from the Issuer, a copy of which is attached hereto as Annex A. The Issuer Notice provides notice of certain amendments to the Indenture, the CMA and the PSPAA further described below and therein.

Notice of Supplemental Indenture

In accordance with Section 8.1 of the Indenture and Sections 5.1 and 7.2 of the PSPAA, the Trustee hereby notifies Noteholders, the Collateral Manager and the Rating Agency and the Preferred Share Paying Agent hereby notifies the Preferred Shareholders of the proposed Second Supplemental Indenture (the “Supplemental Indenture”). A copy of the Supplemental Indenture is attached as Exhibit A to the Issuer Notice.

The Supplemental Indenture shall not become effective until all of the following have occurred: (i) the satisfaction of the Rating Condition, (ii) execution by the Co-Issuers and the Trustee of the Supplemental Indenture and (iii) the satisfaction of all other conditions precedent set forth in the Indenture.

The Co-Issuers and the Trustee will enter into the Supplemental Indenture no earlier than

fifteen (15) Business Days after this notice is given.

Notice of Amendment to CMA

In accordance with Section 7.5(d) of the Indenture and Section 7.2 of the PSPAA, each of the Trustee and the Preferred Share Paying Agent hereby notifies Noteholders and the Preferred Shareholders, respectively, of the proposed amendment to the CMA (the “CMA Amendment”). A copy of the CMA Amendment is attached as Exhibit B to the Issuer Notice.

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The CMA Amendment shall not become effective until all of the following have occurred: (i) the satisfaction of the Rating Condition, (ii) execution by the Issuer and the Collateral Manager of the CMA Amendment and (iii) the satisfaction of all other conditions precedent set forth in the CMA and the Indenture.

Notice of Amendment to PSPAA

In accordance with Section 7.5(d) of the Indenture and Section 7.2 of the PSPAA, each of the Trustee and the Preferred Share Paying Agent hereby notifies Noteholders and the Preferred Shareholders, respectively, of the proposed amendment to the PSPAA (the “PSPAA Amendment”). A copy of the PSPAA Amendment is attached as Exhibit C to the Issuer Notice.

The PSPAA Amendment shall not become effective until all of the following have occurred: (i) the satisfaction of the Rating Condition, (ii) execution by the Issuer and the Preferred Share Paying Agent of the PSPAA Amendment and (iii) the satisfaction of all other conditions precedent set forth in the PSPAA and the Indenture.

Rights of Noteholders and Preferred Shareholders

Pursuant to Section 8.1 of the Indenture, unless the Trustee shall have received written

notice from a Majority of any Class or Sub-class of Notes or a Majority-in-Interest of Preferred Shareholders that such Class or Sub-class or the Preferred Shares would be materially and adversely affected thereby, the Trustee shall be entitled to rely upon an Opinion of Counsel as to whether the interest of any Noteholder or Preferred Shareholder would be materially and adversely affected by the Supplemental Indenture.

Accordingly, should any Noteholder or Preferred Shareholder wish to notify the Trustee in writing that such Noteholder or Preferred Shareholder considers its interests to be materially and adversely affected by the Supplemental Indenture, please notify the Trustee in writing on or before 5:00 p.m. (EDT) on October 8, 2015 at the address set forth below (and it is requested that any such notice (the “Objection”) be sent by overnight courier and by fax or e-mail):

The Bank of New York Mellon Trust Company, National Association 301 Main Street Suite 1510 Baton Rouge, LA 70825 Attn.: Global Corporate Trust – Broderick CDO 2 Ltd. Fax: (225) 382-8699 Email: lakeshia.thompson@bnymellon.com

All Objections are revocable by subsequent written revocation if received by the Trustee. Upon delivery of an Objection, such Objection may be relied upon by the Trustee.

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This notice is being distributed solely for informational purposes and is not intended as, nor does it provide, a detailed restatement of the Issuer Notice, the exhibits thereto or the subject matter contained therein. Neither the Trustee nor the Preferred Share Paying Agent has verified or makes any representation or warranty, express or implied, or assumes any responsibility, for the accuracy or adequacy of the information provided by the Issuer or any other Person in the Issuer Notice and the exhibits thereto. Neither the Trustee nor Preferred Share Paying Agent makes any recommendations as to whether the Noteholders or Preferred Shareholders should take any action in connection with the subject matter contained in the Issuer Notice and the exhibits thereto.

Please note that the foregoing should not be construed as investment advice or a

recommendation by the Trustee or the Preferred Share Paying Agent in respect of the Notes, the Preferred Shares or the above-referenced matter, and each Noteholder and Preference Shareholder and any other potentially interested person is advised to consult with their legal and financial advisors prior to taking any action with respect to the subject matter of this notice.

Should you have any questions, please contact Lakeshia N. Thompson at (225) 379-7358

or at lakeshia.thompson@bnymellon.com.

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Preferred Share Paying Agent

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ANNEX A

Issuer Notice

SENT VIA ELECTRONIC MAIL

September 17, 2015

TO THE ADDRESSEES SET FORTH IN SCHEDULE I HERETO Re: Broderick CDO 2 Ltd. and Broderick CDO 2 Corp.

Ladies and Gentlemen:

Reference is made to the Indenture, dated as of September 1, 2006 (as amended, modified or supplemented from time to time prior to the date hereof, the “Indenture”), among Broderick CDO 2 Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Issuer”), Broderick CDO 2 Corp., a corporation incorporated and existing under the laws of the State of Delaware (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association), as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Indenture.

The Trustee will be providing notice of a proposed second supplemental indenture to the Indenture, the form of which is attached hereto as Exhibit A (the “Proposed Second Supplemental Indenture”).

Pursuant to Sections 7.5(d) and 7.16 of the Indenture, the Issuer hereby provides notice of (i) a proposed amendment to the Collateral Management Agreement, the form of which is attached hereto as Exhibit B (the “Proposed CMA Amendment”), and (ii) a proposed amendment to the Preferred Share Paying Agency Agreement, the form of which is attached hereto as Exhibit C (the “Proposed PSPAA Amendment”). It is expected that each of the Proposed Second Supplemental Indenture, the Proposed CMA Amendment and the Proposed PSPAA Amendment will be executed on October 8, 2015 (or shortly thereafter).

The Issuer has prepared a memorandum (the “Memorandum”) that provides, among other things, an explanation of the Proposed Second Supplemental Indenture, the Proposed CMA Amendment, the Proposed PSPAA Amendment and the transactions contemplated thereby. The Memorandum is attached hereto as Exhibit D. The Secured Parties and the Preferred Shareholders are strongly encouraged to carefully review the Memorandum.

The Issuer hereby requests that the Trustee promptly deliver a copy of this notice to each Noteholder, as required by Section 7.5(d) of the Indenture. The Issuer further requests that the Preferred Share Paying Agent deliver a copy of this notice to each Preferred Shareholder.

Sincerely,

BRODERICK CDO 2 LTD.

SCHEDULE I

ADDRESSEES

Moody’s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attention: CBO/CLO Monitoring E-mail: cdomonitoring@moodys.com The Bank of New York Mellon Trust Company, National Association 601 Travis Street, 16th Floor Houston, Texas 77002 Attention: Kris Peet – Broderick CDO 2 Ltd. E-mail: kris.peet@bnymellon.com

EXHIBIT A

PROPOSED SECOND SUPPLEMENTAL INDENTURE

EXECUTION VERSION

USActive 30666984.25

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of [], 2015 (this “Second Supplemental Indenture”), among BRODERICK CDO 2 LTD., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (together with its permitted successors and assigns, the “Issuer”), BRODERICK CDO 2 CORP., a corporation incorporated and existing under the laws of the State of Delaware (together with its permitted successors and assigns, the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (as successor to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION), as trustee (together with its permitted successors and assigns under the Current Indenture (as defined below), the “Trustee”).

Reference is made to the Indenture, dated as of September 1, 2006, among the Co-Issuers and the Trustee (as amended and supplemented from time to time prior to the date hereof, the “Current Indenture”). Capitalized terms used herein without definition shall have the respective meanings set forth or referred to in the Current Indenture. Except as otherwise specified herein, each reference herein to a “Section” is to such Section of the Current Indenture.

RECITALS

Pursuant to Section 8.1(i) (the “Operative Provision”), and subject to the applicable conditions set forth in the Current Indenture, the Trustee and the Co-Issuers, when authorized by Board Resolutions, may enter into one or more indentures supplemental to the Current Indenture without the consent of the Noteholders, the Preferred Shareholders or the Hedge Counterparty (except to the extent otherwise required under the Hedge Agreement) to make administrative changes or other amendments and modifications as the Co-Issuers deem appropriate if such supplemental indentures would not materially and adversely affect the interests of any Noteholder, any Preferred Shareholder, the Controlling Beneficiary or the Hedge Counterparty.

Pursuant to Section 8.1 of the Current Indenture, the Trustee has been furnished with an Opinion of Counsel to the effect that this Second Supplemental Indenture does not materially or adversely affect the interests of any Noteholder or Preferred Shareholder. The Issuer has also delivered an Officer’s certificate to the effect that, among other things, the Second Supplemental Indenture will not materially and adversely affect the interests of any Noteholder or any Preferred Shareholder.

The Co-Issuers wish to enter into this Second Supplemental Indenture pursuant to the Operative Provision in order to amend certain provisions of the Current Indenture as set forth herein.

The Rating Condition has been satisfied with respect to Moody’s in connection with the execution of this Second Supplemental Indenture, as required by Section 7.8(a)(x).

Standard & Poor’s no longer rates any of the Outstanding Notes, and therefore is no longer a “Rating Agency” as such term is defined in the Indenture.

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On July 10, 2013, MBIA Insurance Corporation (the “Controlling Beneficiary”) delivered a notice to the Trustee and the Issuer stating that it is no longer providing credit enhancement with respect to any Class A-1A Notes. As a result, pursuant to the definition of “Controlling Party” set forth in the Indenture, the Controlling Beneficiary is no longer the Controlling Party, and pursuant to Section 14.8, the Controlling Beneficiary is no longer a third-party beneficiary of any agreement in the Current Indenture and all rights of the Controlling Beneficiary under the Current Indenture have terminated.

As of the date hereof, there are no outstanding transactions under any Hedge Agreement and, accordingly, there are no Hedge Counterparties.

By signing the below, the Collateral Manager has consented to the terms of this Second Supplemental Indenture.

Accordingly, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Co-Issuers and the Trustee hereby agree as follows:

1. Amendments of the Current Indenture. The Current Indenture is hereby amended as set forth in Annex A hereto.

2. Effective Date. The effective date of this Second Supplemental Indenture shall be the date first written above.

3. Reference to “Indenture”; Effect of this Second Supplemental Indenture. Upon the effectiveness of this Second Supplemental Indenture, all references in the Current Indenture to the “Indenture” (including correlative references such as “hereof”) shall be deemed to refer to the Current Indenture as amended by this Second Supplemental Indenture. Except as otherwise specified in this Second Supplemental Indenture, the Current Indenture shall remain in all respects unchanged and in full force and effect.

4. Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the parties hereto shall bind their respective successors and assigns, whether or not so expressed.

5. Execution in Counterparts. This Second Supplemental Indenture may be executed by the parties hereto in any number of separate counterparts, and all of the counterparts shall together constitute one and the same instrument. Delivery of an executed signature page of this Second Supplemental Indenture by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

6. Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Co-Issuers. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the benefit of every applicable provision of the Current Indenture, including without limitation the provisions of Sections 6.1 and 6.3.

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7. Execution, Delivery and Validity. The Co-Issuers each represent and warrant to the Trustee that this Second Supplemental Indenture has been duly and validly executed and delivered by each such Co-Issuer and is the legal, valid and binding obligation of each such Co-Issuer, enforceable against each such Co-Issuer in accordance with its terms.

8. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS SECOND SUPPLEMENTAL INDENTURE AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER (WHETHER IN CONTRACT, TORT OR OTHERWISE) TO THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

9. Instruction to Trustee. By its signature below, each of the Co-Issuers hereby authorizes and directs the Trustee to execute this Second Supplemental Indenture and to take any and all action necessary or desirable to effect this Second Supplemental Indenture.

[SIGNATURE PAGES FOLLOW]

[SECOND SUPPLEMENTAL INDENTURE]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and delivered by their respective proper and duly authorized signatories as of the date first written above.

EXECUTED as a DEED by

BRODERICK CDO 2 LTD., as Issuer By: Name: Title:

In the presence of:

Witness:

Name: Title:

BRODERICK CDO 2 CORP., as Co-Issuer By: Name: Title:

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Name: Title:

[SECOND SUPPLEMENTAL INDENTURE]

CONSENTED TO:

APOLLO ST DEBT ADVISORS LLC, as Collateral Manager

By: Name: Title:

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ANNEX A

(a) Section 2.6(i) is hereby amended as follows (added text being indicated by double underline and bold typeface):

“(i) The obligations of the Co-Issuers (or in the case of the Class C Notes, the Class D Notes and the Class E Notes, the Issuer) under the Notes and this Indenture are limited-recourse obligations of the Co-Issuers (or in the case of the Class C Notes, the Class D Notes and the Class E Notes, the Issuer) payable solely from the Collateral and following realization of the Collateral (including pursuant to Section 5.19 or Section 5.20), any claims of the Noteholders and the other Secured Parties shall be extinguished. No recourse shall be had against any Officer, member, director, manager, employee, security holder or incorporator of the Co-Issuers, the Trustee, the Collateral Manager, Collateral Administrator, the Administrator, any Rating Agency, MLPFS (whether in its individual capacity or as the Initial Purchaser) or any of their respective successors or assigns for the payment of any amounts payable under the Notes or this Indenture. It is understood that the foregoing provisions of this Section 2.6(i) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized (including pursuant to Section 5.19 or Section 5.20), whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this Section 2.6(i) shall not limit the right of any Person to name the Issuer or the Co-Issuer as a party defendant in any action or suit or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.”

(b) Section 5.9(b) is hereby amended as follows (added text being indicated by double underline and bold typeface):

“(b) If collections in respect of the Collateral are insufficient to make payments due in respect of the Notes, no other assets will be available for payment of the deficiency following realization of the Collateral (including pursuant to Section 5.19 or Section 5.20) and application of the proceeds thereof in accordance with Section 13.1 and the Priority of Payments, and the obligations of the Co-Issuers (or in the case of the Class C Notes, the Class D Notes and the Class E Notes, the Issuer) to pay any deficiency shall thereupon be extinguished and shall not thereafter revive.”

(c) Section 5 is hereby amended by inserting the following text as Sections 5.19, 5.19A, 5.20, 5.21 and 5.22 thereof:

“5.19 Credit Bids. Notwithstanding any other provision of this Indenture to the contrary, in connection with any sale of Collateral effected pursuant to a direction from the Holder of 100% of the Class A-1A Notes, if such Holder holds at least a Majority of the Class A-1AD Notes, the Class A-1AT Notes, the Class A-1B Notes and the Class A-2 Notes voting as a single class (the “Senior

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Noteholder”), to effect a liquidation pursuant to Section 5.4(a)(ii), Section 5.5(a)(iv) and Section 5.17 (any such liquidation, a “Section 5 Liquidation”), the Senior Noteholder may submit a bid for all or a portion of the Collateral (any item of Collateral in respect of which the Senior Noteholder submits a bid in accordance with the terms of this sentence, a “Cash Asset”) by informing the Trustee that, in lieu of making payment of a cash purchase price that would constitute the highest bid received in connection with the Section 5 Liquidation for such Cash Assets (such cash purchase price, the “Purchase Price”), the Senior Noteholder proposes to submit a credit bid whereby the Aggregate Outstanding Amount of Class A-1A Notes held by it would be reduced on the Accelerated Maturity Date by an amount equal to the Purchase Price (a “Credit Bid”) (the Aggregate Outstanding Amount of Class A-1A Notes in respect of which Credit Bids that are Winning Bids (as defined below) have been submitted, the “Delivered Class A-1A Notes”). 5.19A Section 5.20 Direction. The Senior Noteholder may, by giving written notice to the Issuer and the Trustee at least two (2) Business Days prior to the commencement of the liquidation of the Collateral in connection with a Section 5 Liquidation, initiate a debt-for-equity exchange in accordance with the applicable provisions hereof (the “Debt-for-Equity Exchange”) by delivering to such parties a direction in the form attached hereto as Exhibit K (such direction, a “Section 5.20 Direction”), pursuant to which the Issuer shall cause all of its issued and outstanding ordinary shares (the “Ordinary Shares”) to be transferred to the Designated Ordinary Shareholders and shall issue the Restructuring Preferred Shares to the Designated Restructuring Preferred Shareholders (all such capitalized terms having the meanings set forth in Section 5.20(b) below) on the Accelerated Maturity Date and the applicable parties shall give effect to the provisions of Section 5.20(b) to the extent set forth in Section 5.20(b), provided that the Issuer and the Trustee shall only give effect to a Section 5.20 Direction if an Insufficient Proceeds Scenario (as defined below) exists. 5.20 Debt-for-Equity Exchange, Completion and Insufficient Proceeds Scenario. Notwithstanding any other provision of this Indenture to the contrary, if, in connection with any Section 5 Liquidation, the aggregate amount of winning bids (such bids, “Winning Bids”) that are cash bids (“Cash Bids”) received in connection with the sale of the Collateral would not be sufficient to pay in full, on the Accelerated Maturity Date, the amounts payable in respect of the Class A-1A Notes pursuant to Section 5.2(c), Section 11.1(a) and Section 11.1(b), all amounts payable prior to such amounts and all costs and expenses incurred by the Trustee in connection with the Sale of the Collateral, after taking into consideration any Cash then on deposit in the Collection Accounts and any reductions in the Aggregate Outstanding Amount of the Class A-1A Notes as a result of any Credit Bids that are Winning Bids, but without taking into consideration any Cash paid or to be paid by the Senior Noteholder pursuant to Section 5.20(b)(ii)(B) (such scenario, an “Insufficient Proceeds Scenario”), then: (a) The Trustee, based on such information which may be obtained from other parties, shall notify the Senior Noteholder and the Issuer that an Insufficient Proceeds Scenario exists; and

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(b) If the Senior Noteholder has delivered a Section 5.20 Direction in accordance with Section 5.19A, then:

(i) (A) the Trustee shall cause the sale to the winning bidder of those items of Collateral, if any, for which the Winning Bid was a Cash Bid, and (B) the Trustee, based on such information which may be obtained from other parties, shall notify the Senior Noteholder of the amount by which (I) the amount of Cash required to pay in full all costs and expenses incurred by the Trustee in connection with the Sale of the Collateral, and the amounts described in Sections 11.1(a)(i)(A)-(D) without regard to any administrative expense caps set forth therein (whether pursuant to Section 11.1(a)(i) or Section 11.1(a)(ii)) on the Accelerated Maturity Date (it being understood that such amounts are payable by virtue of Section 5.2(c) and Section 11.1(b)) exceeds (II) the Cash then on deposit in the Collection Accounts, after taking into consideration any Cash expected to be received in connection with the settlement of any Cash Bids accepted pursuant to clause (A) (the amount of such excess, if any, the “Shortfall Amount”);

(ii) the Senior Noteholder shall (A) request and direct the Issuer in writing to reduce the Aggregate Outstanding Amount of the Class A-1A Notes by an amount equal to the amount of the Delivered Class A-1A Notes on the Accelerated Maturity Date (and the Trustee shall cooperate with the Issuer to effect any such reduction) (it being understood that such request and direction shall be set forth in the Section 5.20 Direction), provided that the Delivered Class A-1A Notes shall for all purposes be deemed cancelled on the Accelerated Maturity Date; and (B) deposit with the Trustee an amount in Cash equal to such Shortfall Amount, if any, no later than the sixth (6th) Business Day prior to the Accelerated Maturity Date, and the Trustee shall deposit such amount of Cash into the Collection Account upon receipt;

(iii) on the Accelerated Maturity Date, the Trustee (based on the most recent Note

Valuation Report) shall apply all Cash then on deposit in the Payment Account in accordance with Section 5.2(c), Section 5.7 and Section 11.1(b);

(iv) on the Accelerated Maturity Date, after all amounts are paid under Sections 11.1(a)(i)(A)-(D) without regard to any administrative expense caps set forth therein (whether pursuant to Section 11.1(a)(i) or Section 11.1(a)(ii)) (it being understood that such amounts are payable by virtue of Section 5.2(c) and Section 11.1(b)) and subsequent to the actions contemplated in clause (vi) below, the Issuer shall, with respect to every Cash Asset associated with a Winning Bid that is a Credit Bid: (A) retain such Cash Asset (all such Cash Assets, the “Retained Assets”), (B) issue irrevocable written instructions (with a copy to the Senior Noteholder) to its registered office provider (the “Share Registrar”) instructing it to register, in the Issuer’s register of members, the transfer of the Ordinary Shares to the Senior Noteholder and/or one or more other Persons designated by the Senior Noteholder in the Section 5.20 Direction (such Persons, the “Designated Ordinary Shareholders”) pursuant to any share transfer documentation submitted to the Issuer on the Accelerated Maturity Date in respect thereof and (C) issue irrevocable written instructions (with a copy to the Senior Noteholder) to the Share Registrar instructing it to register, in the Issuer’s register of members, the issuance to the Senior Noteholder and/or one or more other Persons designated by the Senior Noteholder in the Section 5.20 Direction (such Persons, the “Designated Restructuring Preferred Shareholders”) of 192,000

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redeemable preferred shares having the rights and entitlements ascribed thereto in the Issuer Charter, as amended and brought into effect on or about the Accelerated Maturity Date, which shall, among other things, entitle the holder(s) thereof to all distributions in respect of all of the Issuer’s assets (other than the Excepted Property) (the “Restructuring Preferred Shares”);

(v) on or prior to the Accelerated Maturity Date, if the Issuer and the Senior Noteholder have entered into a Debt-for-Equity Exchange, (A) the Issuer shall enter into a custodial arrangement (reasonably satisfactory to the Issuer and the Senior Noteholder) with a custodian identified by the Senior Noteholder in the Section 5.20 Direction (the “Custodial Agent”), and (B) upon receipt of a signed, written direction from the Issuer substantially in the form attached hereto as Exhibit L (the “Custodial Direction”), the Trustee shall deliver the Retained Assets to the Custodial Agent to hold such Retained Assets on behalf of the Issuer, provided, for the avoidance of doubt, that title to and ownership of the Retained Assets shall remain with the Issuer, and shall not, in connection with the consummation of the Debt-for-Equity Exchange, be transferred or regarded as having been transferred to the Senior Noteholder, the holder of any Restructuring Preferred Shares or any other Person; and (vi) notwithstanding any provision of Section 4.1 to the contrary (and without the delivery of any Officer’s certificate or Opinion of Counsel), on the Accelerated Maturity Date, following the consummation of steps described in clauses (i), (ii), (iii) and (v) above, (A) all items of Collateral shall automatically be released from the lien of this Indenture (including, without limitation, the Retained Assets), (B) the Trustee shall be deemed to have authorized the filing of all necessary documents to cause the release of the lien of this Indenture to the Issuer, (C) this Indenture shall be terminated and shall thereafter be of no further force and effect (provided that any provision of this Indenture that would survive the satisfaction and discharge of this Indenture pursuant to Section 4.1 shall survive such termination) and (D) the Issuer shall be deemed to have requested that the Trustee deliver to the Custodian, and the Trustee shall deliver to the Custodian, a notice of termination of the security interest of the Trustee in the Accounts and an instruction to close the Accounts pursuant to Section 8 of the Account Control Agreement; provided that, notwithstanding any provision herein to the contrary, no term of this Indenture shall be construed to in any way prohibit or restrict the Issuer’s ability to (x) issue the Restructuring Preferred Shares, (y) give effect to the terms of this Section 5.20(b) or (z) take any action in furtherance of any of the foregoing.

The Bank in its capacities as Trustee or Preferred Share Paying Agent or in any other capacity shall have no responsibilities in respect of the actions contemplated in clauses (iv), (v) and (vi) above (other than as set forth in clauses (v)(B) and (vi)(D)). For the avoidance of doubt, none of the actions contemplated in clause (iv) above are required to be, or shall be, undertaken pursuant to the Preferred Share Paying Agency Agreement.

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Section 5.21 Direction and Indemnity.

Prior to acting upon (a) any direction to effect a liquidation pursuant to Sections 5.4(a)(ii), 5.5(a)(iv), 5.17 and 5.19 of the Indenture or (b) any Section 5.20 Direction, the Trustee shall be entitled to receive a satisfactory direction and indemnity.

Section 5.22 Notices and Directions given by Email.

Notwithstanding any provision of this Indenture to the contrary, any party delivering a notice or a direction pursuant to Section 5.19, 5.19A, 5.20 or 5.21 may deliver such notice or direction by email (it being understood that any such direction shall be signed and included as an attachment to such email) to such email addresses as may be provided by the recipients of such notice or direction.”

(d) Section 7.8(a)(iv) is hereby amended as follows (added text being indicated by double underline and bold typeface):

“(iv) (A) incur or assume or guarantee any indebtedness, other than the Notes and this Indenture and the transactions contemplated hereby; (B) issue any additional class of securities; or (C) issue any additional shares of stock other than the Preferred Shares (including the Preferred Shares comprising the Preferred Share Component of the Combination Securities) and any Restructuring Preferred Shares issued in accordance with the terms of Section 5.19A and Section 5.20(b)(iv)(C);”

(e) Section 7.8(f) is hereby amended as follows (added text being indicated by double underline and bold typeface):

“For so long as any Notes are Outstanding, the Issuer shall not issue or permit the transfer of any ordinary shares of the Issuer to a United States person (as defined in Section 7701(a)(30) of the Code) and the Co-Issuer shall not issuerissue or permit the transfer of any shares of the Co-Issuer to a United States person (as defined in Section 7701(a)(30) of the Code); provided that the provisions of this Section 7.8(f) shall not apply to any transfer or registration of the Ordinary Shares made pursuant to or in connection with Section 5.19A or 5.20(b)(iv)(B).”

(f) The first sentence of Section 7.12 is hereby amended as follows (added text being indicated by double underline and bold typeface):

“The Issuer shall not (except as otherwise contemplated by the terms of Section 5.20) engage in any business or activity other than issuing and selling the Notes and the Combination Securities pursuant to this Indenture and the Preferred Shares pursuant to the Issuer Charter and the Preferred Share Paying Agency Agreement and acquiring, holding, pledging and selling, solely for its own account, Collateral Debt Securities and other Collateral described in clauses (a) through (e) of the first sentence of the Granting Clauses and the capital stock of the Co-Issuer, and the Co-Issuer shall not engage in any business or activity other than issuing and selling the Notes (other than the Class C Notes, the Class D Notes and the Class E Notes) pursuant to this Indenture and, with respect to the Issuer and the Co-Issuer, such other activities as are incidental thereto.”

A-6

(g) Exhibit K attached hereto is hereby inserted as Exhibit K to the Current Indenture.

(h) Exhibit L attached hereto is hereby inserted as Exhibit L to the Current Indenture.

K-1

EXHIBIT K

FORM OF SECTION 5.20 DIRECTION

[DATE] Broderick CDO 2 Ltd. c/o Fund Fiduciary Partners Limited 2nd Floor, Harbour Centre 42 North Church Street George Town, Grand Cayman Cayman Islands Attention: Andrew Childe E-mail: andrew.childe@fundfiduciaries.com

The Bank of New York Mellon Trust Company, National Association 601 Travis Street, 16th Floor Houston, Texas 77002 Attention: Kris Peet – Broderick CDO 2 Ltd. E-mail: kris.peet@bnymellon.com

Re: Section 5.20 Direction

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of September 1, 2006 (as amended and supplemented from time to time prior to the date hereof, the “Indenture”), among Broderick CDO 2 Ltd., as issuer (the “Issuer”), Broderick CDO 2 Corp., as co-issuer (the “Co-Issuer”), and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Indenture.

Pursuant to Section 5.19A of the Indenture, the undersigned, in its capacity as Senior Noteholder, hereby directs (i) the Issuer to enter into a Debt-for-Equity Exchange and (ii) the applicable parties to give effect to the provisions of Section 5.20(b) of the Indenture, each to the extent set forth in Section 5.20(b) of the Indenture, in the event an Insufficient Proceeds Scenario exists. Pursuant to Section 5.20(b)(ii)(A), the undersigned hereby requests and directs the Issuer to reduce the Aggregate Outstanding Amount of the Class A-1A Notes by an amount equal to the amount of the Delivered Class A-1A Notes on the Accelerated Maturity Date. Pursuant to Sections 5.20(b)(iv)-(v), the undersigned hereby designates [] as Designated Ordinary Shareholder[s], [] as Designated Restructuring Preferred Shareholder[s] and [] as Custodial Agent.

K-2

[SENIOR NOTEHOLDER]

By: Name: Title:

L-1

EXHIBIT L

FORM OF CUSTODIAL DIRECTION

[DATE] The Bank of New York Mellon Trust Company, National Association 601 Travis Street, 16th Floor Houston, Texas 77002 Attention: Kris Peet – Broderick CDO 2 Ltd. E-mail: kris.peet@bnymellon.com

Re: Custodial Direction

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of September 1, 2006 (as amended and supplemented from time to time prior to the date hereof, the “Indenture”), among Broderick CDO 2 Ltd., as issuer (the “Issuer”), Broderick CDO 2 Corp., as co-issuer (the “Co-Issuer”), and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Indenture.

Pursuant to Section 5.20(b)(v)(B) of the Indenture, the Issuer hereby directs the Trustee to deliver the Retained Assets to [CUSTODIAL AGENT] (in accordance with the account details set forth below) to hold such Retained Assets on behalf of the Issuer.

[CUSTODIAL AGENT SECURITIES ACCOUNT DETAILS]

BRODERICK CDO 2 LTD.

By: Name: Title:

EXHIBIT B

PROPOSED CMA AMENDMENT

EXECUTION VERSION

USActive 33218626.6

AMENDMENT TO

COLLATERAL MANAGEMENT AGREEMENT

AMENDMENT, dated as of [], 2015 (this “Amendment”), to the Collateral Management Agreement, dated as of December 15, 2008 (the “Agreement”), between Broderick CDO 2 Ltd., an exempted limited liability company duly incorporated and validly existing under the laws of the Cayman Islands (the “Issuer”), and Apollo ST Debt Advisors LLC (formerly known as Stone Tower Debt Advisors LLC), a limited liability company organized under the laws of the State of Delaware, as Collateral Manager (in such capacity, the “Collateral Manager”). WHEREAS, the Issuer and the Collateral Manager (collectively, the “Parties”) have previously entered into the Agreement; WHEREAS, the Parties now wish to amend the Agreement according to the terms of this Amendment;

WHEREAS, the Rating Condition has been satisfied with respect to Moody’s in connection with the execution of this Amendment, as required by Section 13(g) of the Agreement and Sections 7.5(d) and 7.16 of the Indenture (as defined below); and

WHEREAS, Standard & Poor’s no longer rates any of the Outstanding Notes, and is therefore no longer a Rating Agency.

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1. Amendments to the Agreement. Section 11(a)(ii) of the Agreement is hereby amended as follows (inserted text being indicated by bold typeface and double underline):

(ii) the earlier to occur of (A) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation as provided in the Indenture, or (B) the termination of the Indenture pursuant to Section 5.20 thereof; or

2. Effective Date. The effective date of this Amendment shall be the date first written above.

3. Reference to “Collateral Management Agreement”; Effect of this Amendment. Upon the effectiveness of this Amendment, all references in the Agreement to the “Collateral Management Agreement” (including correlative references such as “hereof”) shall be deemed to refer to the Agreement as amended by this Amendment. Except as otherwise specified in this Amendment, the Agreement shall remain in all respects unchanged and in full force and effect.

4. Successors and Assigns. All covenants and agreements in this Amendment by the Parties shall bind their respective successors and assigns, whether or not so expressed.

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5. Execution in Counterparts. This Amendment may be executed by the Parties in any number of separate counterparts, and all of the counterparts shall together constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AMENDMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS AMENDMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

7. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement or, to the extent not defined therein, in the Indenture, dated as of September 1, 2006, among the Issuer, Broderick CDO 2 Corp., as co-issuer, and The Bank of New York Mellon Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association), as trustee (the “Trustee”) (as amended and supplemented from time to time, the “Indenture”).

[SIGNATURE PAGES FOLLOW]

[Amendment to Collateral Management Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized signatories as of the date first written above.

BRODERICK CDO 2 LTD., as Issuer

By: ____________________________________ Name: Title:

APOLLO ST DEBT ADVISORS LLC, as Collateral Manager

By: ____________________________________ Name: Title:

ACKNOWLEDGED AND AGREED: THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By: Name: Title:

EXHIBIT C

PROPOSED PSPAA AMENDMENT

EXECUTION VERSION

USActive 30672311.10

AMENDMENT TO

PREFERRED SHARE PAYING AGENCY AGREEMENT

AMENDMENT, dated as of [], 2015 (this “Amendment”), to the Preferred Share Paying Agency Agreement, dated as of September 1, 2006 (the “Agreement”), by and among Broderick CDO 2 Ltd., an exempted company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands (the “Issuer”), Fund Fiduciary Partners Limited (as successor to Intertrust SPV (Cayman) Limited (formerly known as Walkers SPV Limited)), a Cayman Islands company, as Preferred Share registrar (the “Preferred Share Registrar”), and The Bank of New York Mellon Trust Company, National Association, a national banking association (as successor to JPMorgan Chase Bank, National Association) (“BNYMTC”), as the Preferred Share paying agent (in such capacity, the “Preferred Share Paying Agent”).

WHEREAS, the Issuer, the Preferred Share Registrar, and the Preferred Share Paying Agent (collectively, the “Parties”) have previously entered into the Agreement;

WHEREAS, the Issuer now wishes to amend the Agreement pursuant to Section 8.1(a) of the Agreement according to the terms of this Amendment in order to supplement certain provisions in the Agreement which may be inconsistent with the provisions of the Indenture;

WHEREAS, the Rating Condition has been satisfied with respect to Moody’s in connection with the execution of this Amendment, as required by Sections 7.5(d) and 7.16 of the Indenture (as defined below); and

WHEREAS, Standard & Poor’s no longer rates any of the Outstanding Notes, and therefore is no longer a “Rating Agency” as such term is defined in the Indenture.

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1. Amendments to the Agreement. The first sentence of Section 8.15 of the Agreement is hereby amended as follows (inserted text being indicated by bold typeface and double underline):

This Agreement shall terminate upon the earlier of the following: (i) after the Preferred Shares have been redeemed in full or the assets of the Issuer have been liquidated and the Preferred Share Paying Agent has distributed all amounts remaining in the Preferred Share Distribution Account or (ii) upon the termination of the Indenture pursuant to Section 5.20 thereof.

2. Effective Date. The effective date of this Amendment shall be the date first written above.

3. Reference to “Preferred Share Paying Agency Agreement”; Effect of this Amendment. Upon the effectiveness of this Amendment, all references in the Agreement to the

2

“Preferred Share Paying Agency Agreement” (including correlative references such as “hereof”) shall be deemed to refer to the Agreement as amended by this Amendment. Except as otherwise specified in this Amendment, the Agreement shall remain in all respects unchanged and in full force and effect.

4. Successors and Assigns. All covenants and agreements in this Amendment by the parties hereto shall bind their respective successors and assigns, whether or not so expressed.

5. Execution in Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts, and all of the counterparts shall together constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AMENDMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER (WHETHER IN CONTRACT, TORT OR OTHERWISE) TO THIS AMENDMENT SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

7. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement or, to the extent not defined therein, in the Indenture, dated as of September 1, 2006, among the Issuer, Broderick CDO 2 Corp., as co-issuer, and BNYMTC (as successor to JPMorgan Chase Bank, National Association), as trustee (as amended and supplemented from time to time, the “Indenture”).

8. The Preferred Share Paying Agent assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuer.

9. By its signature below, the Issuer hereby authorizes and directs the Preferred Share Paying Agent to execute this Amendment and to take any and all action necessary or desirable to effect this Amendment.

[SIGNATURE PAGES FOLLOW]

[Amendment to PSPAA]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized signatories as of the date first written above.

BRODERICK CDO 2 LTD., as Issuer

By: ____________________________________ Name: Title:

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Preferred Share Paying Agent

By: ____________________________________ Name: Title:

FUND FIDUCIARY PARTNERS LIMITED, as Preferred Share Registrar

By: ____________________________________ Name: Title:

EXHIBIT D

MEMORANDUM

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BRODERICK CDO 2 LTD. c/o Fund Fiduciary Partners

2nd Floor, Harbour Centre, 42 North Church Street George Town, Grand Cayman, Cayman Islands

Date: September 17, 2015

Reference is made to (i) the Indenture dated as of September 1, 2006 (as from time to time amended, supplemented, waived or otherwise modified, the "Indenture"), by and among Broderick CDO 2 Ltd., as issuer (the "Issuer"), Broderick CDO 2 Corp., as co-issuer (the "Co-Issuer") and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association), as trustee (the "Trustee"), and (ii) the Preferred Share Paying Agency Agreement dated as of September 1, 2006 (the "PSPAA") by and among the Issuer, Fund Fiduciary Partners Limited (successor to Intertrust SPV (Cayman) Limited (formerly known as Walkers SPV Limited)), as preferred share registrar, and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association), as preferred share paying agent. Capitalised terms used and not defined herein shall have the meanings assigned to such terms in the Indenture or the PSPAA, as the case may be.

BACKGROUND TO THIS LETTER

This document is being disseminated to the Secured Parties and the Preferred Shareholders in order:

(a) to provide information concerning the current status of the securitisation transaction entered into pursuant to the Indenture (the "Transaction") and the current value of the Collateral;

(b) to circulate the proposed Second Supplemental Indenture (the "Supplemental Indenture") which has been proposed by the Senior Noteholder (as defined below) and has been the subject of discussions between the Issuer and the Senior Noteholder; and

(c) to provide the background to the modifications of the Indenture to be implemented by the Supplemental Indenture, explain how the Transaction will be restructured thereby (the "Proposed Restructuring") and, in the light of the foregoing, set out what action certain stakeholders may consider pragmatic in the circumstances.

CURRENT STATUS OF THE TRANSACTION AND VALUE OF COLLATERAL

The Trustee provided notice on February 27, 2008 that an Event of Default under Section 5.1(i) of the Indenture occurred and, as at the date hereof, such Event of Default is continuing.

On March 18, 2008, the Trustee provided notice that, pursuant to Section 5.2(a) of the Indenture, the Controlling Party had declared the principal of all of the Notes to be immediately due and payable.

The Indenture provides (at Section 5.5(a)(iv)) that, during the continuation of an Event of Default under Section 5.1(i), the Trustee is required to retain the Collateral securing the Notes intact unless, inter alia, the Holders of at least a Majority of the Class A-1AD Notes, the Class A-1AT Notes, the Class A-1B Notes and the Class A-2 Notes, voting as a single Class, direct the sale and liquidation of the Collateral provided that a Controlling Beneficiary, if any, would be deemed to have voting power equal to the

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Aggregate Outstanding Amount of the Class A-1AD Notes and the Class A-1AT Notes and shall be entitled to vote on behalf of such Notes instead of the beneficial owners of such Notes.1

Under the terms of the Indenture MBIA Insurance Corporation ("MBIA") was the Controlling Beneficiary, and thereby the Controlling Party (as well as a third party beneficiary of the Indenture pursuant to Section 14.8 thereof) until July 10, 2013, when MBIA gave notice to the Trustee and the Issuer (as to which see: http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12233319.html) that MBIA (i) was no longer providing any credit enhancement with respect to any Class A-1A Notes, whether in the form of a negative basis swap, a standby letter of credit, a surety bond, an insurance policy, a credit default swap or any other form of credit insurance or risk management, and (ii) was no longer the Controlling Party under the Indenture. As a consequence of the delivery of such notice: (x) the Controlling Beneficiary is not the Controlling Party, (y) pursuant to Section 14.8 of the Indenture, all rights of the Controlling Beneficiary under the Indenture have terminated, and (z) pursuant to the definition of "Controlling Party" in Section 1.1 of the Indenture, the Controlling Party is a Majority of the Controlling Class, which is the Class A-1A Notes.

The Issuer has been advised by the Senior Noteholder that such entity is presently the beneficial owner of 100% of the Class A-1AD Notes and 100% of the Class A-1AT Notes (collectively, 100% of the Class A-1A Notes), and, consequently, is (x) the beneficial owner of at least a Majority of the Class A-1AD Notes, the Class A-1AT Notes, the Class A-1B Notes and the Class A-2 Notes, voting as a single Class, (y) a Majority of the Controlling Class, and (z) the Controlling Party (the "Senior Noteholder"). The Senior Noteholder has advised the Issuer that the Senior Noteholder intends to exercise its right to direct the Trustee, pursuant to Section 5.5(a)(iv) of the Indenture, to sell the Collateral to the highest bidder(s) (subject to the Senior Noteholder's right to direct the Issuer to retain certain items of Collateral, which right it is proposed be included in the Indenture by way of the Supplemental Indenture, all as described below under "Background to Supplemental Indenture.")

Apollo ST Debt Advisors LLC (formerly known as Stone Tower Debt Advisors LLC (successor to Countrywide Alternative Asset Management Inc. (successor to Seneca Capital Management LLC))) (the "Collateral Manager") acts as collateral manager to the Issuer pursuant to the collateral management agreement dated as of December 15, 2008 (the "CMA"). The Collateral Manager has conducted an analysis of the Collateral and has determined that, due to severe losses in the Issuer's portfolio, it is unlikely that the proceeds of sale or liquidation of the Collateral pursuant to Sections 5.2(c), 11.1(a) and 11.1(b) of the Indenture will be sufficient to make payment to Noteholders in the Transaction (or the holders of any Preferred Shares) other than the Class A-1A Noteholders.

It is noted that the Issuer was eligible to participate in the proposed settlement of the consolidated securities class actions title Maine State Retirement System v Countrywide Financial Corp. et al., Case No. 2:10-CV-00302 MRP (MANx); David H. Luther v Countrywide Financial Corp. et al., Case No. 12-CV-05125 MRP (MANx); and Western Conference of Teamsters Pension Trust Fund v Countrywide Financial Corp. et al., Case No. 12-CV-05122 MRP (MANx), and all predecessor actions and actions consolidated in any of the aforementioned cases (collectively, the "Countrywide Mortgage-Backed Securities Settlement"). In October 2013 the Issuer filed an objection and an appeal to the terms of the Countrywide Mortgage-Backed Securities Settlement, and in December 2013 caused a proof of claim to be filed in the same settlement. It is also noted that in September 2014 the Issuer caused a proof of claim to be filed in the settlement of the securities class action titled Plumbers' & Pipefitters' Local #562 Supplemental Plan and Trust, et al v J.P. Morgan Acceptance Corporation I, et al., Case No. 08-CV-1713 (PKC) (WDW). The winning bidder in respect of the relevant assets may recover future compensation from these or from similar actions and, as the terms of the Indenture expressly provide for the Collateral 1 Section 5.5(a) of the Indenture provides for other scenarios where the Collateral can be sold or liquidated, including at the direction of the Holders of at least 66-2/3% in Aggregate Outstanding Amount of each Class of Noteholders voting as a separate Class.

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to comprise, among other things, any right, title or interest in commercial tort claims and all proceeds, profits, income benefits, substitutions or replacements of the same, the right to any such future compensation or to take any other similar action which may result in future compensation will be sold as part of the liquidation process. The diminished value of the Collateral is such that the Directors of the Issuer understand that it is not anticipated that such contingent recoveries could ever be of a sufficient amount as to be relevant to any Noteholders other than the Class A-1A Noteholders.

It is not anticipated that, if the Collateral was sold and liquidated, the proceeds of such sale or liquidation would be sufficient to make any payment to the Holders of the Class A-1B Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Preferred Shares. As regards the Preferred Shares, it is noted that (i) they have not been entitled to receive any payments pursuant to the terms of the PSPAA since August 2007, (ii) there is currently no credit balance on the Preferred Share Distribution Account, (iii) if the proceeds of the liquidation are insufficient to repay the Class E Notes in full, no amount will be credited to the Preferred Share Distribution Account following liquidation of the Collateral and (iv) it is not anticipated that the Preferred Shares would receive any payments in the future under the current terms of the Transaction.

Pursuant to Section 2.6(i) of the Indenture, following realisation of the Collateral, any claims of the Noteholders and the other Secured Parties will be fully and irrevocably extinguished (the "Limited Recourse Provisions").

BACKGROUND TO SUPPLEMENTAL INDENTURE

Given the diminished value of the Collateral and the fact that the Senior Noteholder will, on the current terms of the Indenture, be the sole investor to recover any amount from a liquidation of the Collateral, the Senior Noteholder has proposed that the Issuer enter into the Proposed Restructuring. The Proposed Restructuring will be made possible by the modifications to the Indenture to be brought into effect by the Supplemental Indenture. Such modifications will also be reflected by certain conforming changes which are to be made to the PSPAA and the CMA, as well as certain consequential additions and modifications of a self-contained nature to be made to the Issuer Charter (as to which see "Procedure for Implementing Issuer Charter Modifications" below).

The Supplemental Indenture will, among other things, provide the Senior Noteholder with the option to submit a bid for all or a portion of the Collateral in connection with any sale of the Collateral pursuant to a Section 5 Liquidation (as defined in the Supplemental Indenture) and, in lieu of making payment in cash in respect of any such bid, submit a credit bid whereby the Aggregate Outstanding Amount of Class A-1A Notes held by it would be reduced on the Accelerated Maturity Date by an amount equal to the purchase price (a "Credit Bid"). The Supplemental Indenture further provides that, if the aggregate amount of winning cash bids received in respect of the Collateral would not be sufficient to pay in full all amounts payable in respect of the Class A-1A Notes and all amounts payable senior to the Class A-1A Notes on the Accelerated Maturity Date pursuant to Sections 5.2(c), 11.1(a) and 11.1(b) of the Indenture, the Senior Noteholder will have the option to elect that the Issuer (i) retain every item of Collateral for which a Credit Bid was the winning bid, and (ii) issue preferred shares of a newly created class (the "Restructuring Preferred Shares") to the Senior Noteholder in consideration for the reduction in the Aggregate Outstanding Amount of Class A-1A Notes held by it, in connection with any Credit Bids that were the winning bids described above (the foregoing steps being collectively referred to as the "Debt-for-Equity Exchange"), as further described below. For the avoidance of doubt, the Trustee will sell those items of Collateral, if any, for which a cash bid was the winning bid, regardless of whether the Senior Noteholder elects to effect a Debt-for-Equity Exchange. The Debt-for-Equity Exchange also contemplates, depending on the value of cash bids received, the contribution by the Senior Noteholder of an amount of cash sufficient to pay all amounts payable senior to the Class A-1A Notes on the Accelerated Maturity Date pursuant to the terms of the Indenture. The foregoing and the other details of the process for the Debt-for-Equity Exchange are set out more fully in the Supplemental Indenture. The

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Senior Noteholder has advised the Issuer that it intends to avail itself of the new provisions in the Indenture which will result in a Debt-for-Equity Exchange.

Certain conforming modifications will be simultaneously made to the PSPAA and the CMA to ensure the termination provisions set out therein contemplate the full range of liquidation scenarios, including a Section 5 Liquidation, available to the parties following execution of the Supplemental Indenture.

Certain modifications to the Issuer's constitutional documents (the "Issuer Charter Modifications") will also need to be made to accommodate the Debt-for-Equity Exchange, including (i) increasing the authorised share capital of the Issuer to enable the issuance of Restructuring Preferred Shares, (2) expanding the Issuer's corporate objects to contemplate the Debt-for-Equity Exchange and the activities of the Issuer following completion of the Proposed Restructuring, (3) setting out the preferences, rights and restrictions applicable to the Restructuring Preferred Shares, as more fully described below, and (4) making conforming and consequential changes as a result of the foregoing.

Pursuant to the terms of the Issuer Charter (as amended), the Restructuring Preferred Shares will entitle the holder thereof to receive distributions attributable to an identifiable portfolio of assets (the "Restructuring Portfolio"), being all those items of Collateral which are retained by the Issuer as a result of the Senior Noteholder’s election to effect a Debt-for-Equity Exchange. Given that, but for the Debt-for-Equity Exchange, the Issuer would not have retained ownership of any of the Collateral after completion of the Section 5 Liquidation, the Restructuring Preferred Shares alone will carry an entitlement to distributions attributable to the Restructuring Portfolio and neither the Ordinary Shares nor the existing Preferred Shares will carry any such entitlement. As described above, the Restructuring Preferred Shares will be issued to the Senior Noteholder as the final step in the Debt-for-Equity Exchange.

Upon completion of certain steps relating to the Debt-for-Equity Exchange as specified in the Supplemental Indenture (the "Debt for Equity Exchange Completion"), the Indenture will be satisfied and discharged and other documents and arrangements relating to the Transaction will also thereupon be terminated (including the PSPAA and CMA).2

As a consequence of the operation of the Limited Recourse Provisions, the Notes will be written down and cancelled following the Debt-for-Equity Exchange Completion. Based on the various provisions in the existing documentation relating to the Transaction, if the Section 5 Liquidation were to take place as an outright sale of the Collateral, the amount payable to the Preferred Shareholders if capital were to be returned to them would in the current circumstances be equal to nil per Preferred Share. The Holders of Preferred Shares will, as set out above, have no entitlement to any distributions attributable to the Restructuring Portfolio following issuance of the Restructuring Preferred Shares and will therefore, by their terms, remain outstanding without purpose.

To facilitate the redemption of the existing Preferred Shares, therefore, the Issuer will accept transfers from existing Preferred Shareholders of any Preferred Shares currently held by them. If a sufficient number of existing Preferred Shares is received, further amendments will be sought to the Issuer's constitutional documents in order to allow the Issuer to redeem the existing Preferred Shares for nil consideration on a compulsory basis, in order to address the administrative inconvenience of the existing Preferred Shares remaining outstanding (which is discussed further, below).

PROCEDURE FOR IMPLEMENTING ISSUER CHARTER MODIFICATIONS

Holders of the existing Preferred Shares may note the provisions of Article 116 of the Issuer Charter, which require that the written consent of the holders of two-thirds of the Preferred Shares be obtained for 2 Any conforming changes to the documents relating to the Transaction (including the PSPAA and the CMA) necessary to reflect the Debt-for-Equity Exchange will be made concurrently with or following the execution of the Supplemental Indenture.

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any alteration of or amendment to the Issuer Charter. The Issuer understands that, as a matter of Cayman Islands law, complying with the aforementioned consent requirement is not a condition to the effectiveness of the Issuer Charter Modifications, which may be implemented by the passing of a special resolution through a vote or written resolution of the holders of the Issuer's Ordinary Shares.3

Accordingly, given the current value of the Collateral and the recoveries projected from the Collateral by the Collateral Manager upon sale or liquidation thereof, and the fact that, upon completion of the Proposed Restructuring, the Holders of the Preferred Shares will not have any meaningful economic interest in the Issuer, the directors of the Issuer do not propose that the Company incur the costs of soliciting the consent of the Holders of the Preferred Shares prior to the implementation of the Issuer Charter Modifications. Holders of Preferred Shares who wish to discuss the Issuer Charter Modifications and the approach proposed to be taken in the light of Article 116 of the Issuer Charter are encouraged to contact the Issuer using the contact details provided at the end of this letter.

FURTHER CONSIDERATIONS FOR HOLDERS OF EXISTING PREFERRED SHARES

A number of the existing Preferred Shares are held in global, fully registered form and settle through The Depository Trust Company ("DTC"), which currently holds the Regulation S Global Preferred Share. Given that no further distributions will be made to any Holders of existing Preferred Shares, and the documents and arrangements relating to the Transaction will be terminated, the Issuer also proposes to terminate the engagement of DTC. This will necessitate the exchange of beneficial interests in such global instruments for "Definitive Preferred Shares" (i.e. the entry of the beneficial owner as the shareholder of record on the register to be maintained by the Issuer).

As described above, the existing Preferred Shares will not receive any further distributions under the terms of the Transaction because the Collateral supporting them either (i) will have been liquidated or (ii) will form part of the Restructuring Portfolio in which the holders of the Preferred Shares will have no right to participate. If allowed to remain outstanding, the existing Preferred Shares could conceivably confer upon Holders a "residual interest" in the Issuer represented by the "Excepted Property", being those assets which were excluded from the granting clauses in the Indenture and remain available following operation of the Limited Recourse Provisions referred to above. Such assets are not substantial, however, and are presently valued at approximately US$2,0004, which equates to an amount equal to approximately US$0.25 per existing Preferred Share.

Holders of the existing Preferred Shares should also note that:

following completion of the Debt-for-Equity Exchange, the Issuer will no longer be classified as a "Limited Life Debt Investment Entity" for the purposes of The Foreign Account Tax Compliance Act but will instead be classified as a "Foreign Financial Institution". As such, the Issuer will be required, inter alia, to register with the Internal Revenue Service and obtain a global intermediary identification number ("GIIN"), conduct due diligence on the "Financial Accounts" it maintains for certain "Specified Persons" and, on an annual basis, report prescribed information to the Tax Information Authority of the Cayman Islands regarding the "Financial Accounts" it maintains for such "Specified Persons". In connection therewith, Holders of existing Preferred Shares may be required to supply information to the Issuer about themselves in order to enable the Issuer to fulfil such reporting obligations. As part of its reporting obligations, the Issuer must also report to the Tax Information Authority of the Cayman Islands any payments made to a "Non-Participating

3The directors of the Issuer have recommended to the current holder of the Issuer's Ordinary Shares that such holder transfer the Ordinary Shares to the Senior Noteholder (or its nominee) in order to enable such special resolution to be passed. 4 Comprising (a) US$1,000, being the proceeds of issuance of the Issuer's Ordinary Shares and (b) US$1,000, being a transaction fee earned by the Issuer in connection with the Transaction. The shares of the Co-Issuer are valued at nil and, as previously indicated, the balance on the Preferred Share Distribution Account is nil.

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Financial Institutions" which could include holders of existing Preferred Shares who withhold or otherwise fail to supply the necessary information; and

the Issuer and its administrator are subject to anti-money laundering legislation in the Cayman Islands pursuant to the Proceeds of Crime Law (as amended) (the "PCL"). Pursuant to the PCL, the Cayman Islands government enacted The Money Laundering Regulations (as amended), which impose specific requirements with respect to the obligation to "know your client". In order to be satisfied that it is fully discharging its obligations under PCL, the Issuer will likely require a detailed verification of each existing Preferred Shareholder’s identity and the source of the payment used by such investor for the initial purchase of the existing Preferred Shares held by it (except for certain categories of institutional investors) when the appointment of DTC is terminated and the Regulation S Global Preferred Shares are exchanged for definitive certificates in respect of the existing Preferred Shares.

Given the limited economic value represented by the Preferred Shares and the considerable administrative burdens that will have to be borne by the Issuer and the existing Preferred Shareholders alike if the Preferred Shares are left outstanding following the completion of the Proposed Restructuring, the directors of the Issuer, as a convenience for any Holders of the Preferred Shares who wish to avail themselves of the above mentioned facility, have scheduled a share transfer form hereto, to be completed by such Holders of the Preferred Shares and returned to the Issuer.

This letter is being provided for informational purposes only and is not intended to be an exhaustive summary of the terms of the Supplemental Indenture, any conforming changes to be made to the transaction documents referred to herein or the Issuer Charter Modifications, nor is this letter intended to provide the basis of any credit, taxation, legal advice or other evaluation of the transactions described herein and is not intended to be investment advice for any party receiving this letter.

Each Secured Party and existing Preferred Shareholder to whom this letter is delivered is hereby offered the opportunity to ask questions of the Issuer and to obtain from the Issuer any additional non-confidential information that the Issuer possesses or can acquire without undue effort or expense. Any such questions should be directed to Andrew Childe at +1 345 947 5855 or andrew.childe@fundfiduciaries.com.

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BRODERICK CDO 2 LTD. (the "Company")

SHARE TRANSFER FORM

Dated _________________________

I/We, ___________________________5 of ________________________________________________6 (the "Transferor"), do hereby:

2. transfer to the Company (whose registered address is at c/o Fund Fiduciary Partners, 2nd Floor Harbour Centre, 42 North Church Street, George Town, Grand Cayman, Cayman Islands) ____________7 of Preferred Share(s) (the "Share(s)") standing in my/our name in the register of members of the Company to hold unto itself as Treasury Shares; and

3. consent that my/our name(s) remain(s) on the register of members of the Company until such time as the register of members of the Company is updated to specify that the Shares are Treasury Shares.

SIGNED for and on behalf of TRANSFEROR8: ) ) ) Transferor Name: ) )

) Name of person signing9:

) ) Title:

5 Insert Transferor's name 6 Insert Transferor's address 7 Insert number of preferred shares held 8 Add additional signature blocks where there are multiple transferors 9 Where applicable

SCHEDULE I

Additional Addressees Issuer: Broderick CDO 2 Ltd. c/o Fund Fiduciary Partners Limited 2nd Floor Harbour Centre 42 North Church Street George Town Grand Cayman Attn: Andrew Childe Co-Issuer: Broderick CDO 2 Corp. c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald Puglisi, Esq. Facsimile No.: (302) 738-7210 Collateral Manager: Apollo ST Debt Advisors LLC 9 West 57th Street New York, New York 10019 Attention: Broderick CDO 2 Ltd. E-mail: dcastaline@apollolp.com

Rating Agency: Moody’s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attention: CBO/CLO Monitoring Email: cdomonitoring@moodys.com Irish Paying Agent NCB Stockbrokers Limited 3 George’s Dock International Financial Services Centre Dublin 1, Ireland DTC, Euroclear and Clearstream (as applicable): lensnotices@dtcc.com voluntaryreorgannouncements@dtcc.com drit@euroclear.com ca_general.events@clearstream.com