PIPER JAFFRAY & CO. Issuer THE BANK OF NEW YORK MELLON Trustee SECOND AMENDED AND RESTATED INDENTURE Dated as of April 21, 2014 SECURED COMMERCIAL PAPER NOTES- SERIES III

This SECOND AMENDED AND RESTATED INDENTURE is dated as of April 21, 2014 (as amended, supplemented or restated from time to time, this “Indenture”), between PIPER JAFFRAY & CO., a corporation organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as indenture trustee (the “Trustee”).

WHEREAS, the Issuer and the Trustee have previously entered into an Indenture, dated as of April 1, 2013 (the “Original Indenture” and collectively with the Original Indenture, the “Indenture”), which Indenture was amended and restated on April 30, 2013, pursuant to which Series III-A CP Notes in the principal amount of $1,000,000 as of the date hereof are outstanding and hereby wish to amend and restate the Indenture and are executing and delivering this Indenture in order to provide for the continued issuance by the Issuer of the Series III-A CP Notes; and

WHEREAS, Trustee and Issuer each have executed a Letter of Representations (the “Letter of Representations”, which term shall include the procedures referred to therein) with the Issuer and the initial Clearing Agency, The Depository Trust Company (“DTC”) and a Certificate Agreement (the “Certificate Agreement”) with DTC which establish, among other things, the procedures to be followed by Trustee in connection with the issuance and custody of Book-Entry Series III-A CP Notes.

WHEREAS, The Bank of New York Mellon, as Securities Intermediary and, in its capacity as Trustee hereunder, as Secured Party, and Issuer, as Pledgor, each have executed a Collateral Account Control Agreement, dated as of April 1, 2013, whereby the Securities Intermediary established and maintains the Collateral Account (as defined herein).

NOW THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

To secure payment and performance of the Series III-A CP Notes and other obligations of the Issuer under this Indenture, the Issuer hereby unconditionally grants, transfers, assigns, sets over, pledges and conveys to the Trustee, as Trustee and Secured Party, for the exclusive benefit of the Holders of the Series III-A CP Notes, subject to the terms of this Indenture and the Collateral Account Control Agreement (pursuant to which the Securities Intermediary will take instructions from the Pledgor or the Secured Party, as specified therein) a continuing security interest in and a lien on all of the Issuer's right, title and interest in and to all assets held by the Securities Intermediary pursuant to the Collateral Account Control Agreement, including without limitation (a) all investment property held in the Collateral Account whether now or hereafter existing, including all payments of principal and interest received, collected or otherwise recovered on such investment property and all other proceeds received in respect of such investment property, (b) all cash, instruments or other property that are held or required to be deposited in the Collateral Account, including all investments made with funds in the Collateral Account, and (c) all proceeds of the

conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards (collectively, the “Collateral”). The foregoing Grants are made in trust to secure the Series III-A CP Notes equally and ratably without prejudice, priority or distinction between any Series III-A CP Note and any other Series III-A CP Notes, except as expressly provided in this Indenture and to secure (i) the payment of all amounts due on the Series III-A CP Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture and (iii) compliance with the provisions of this Indenture, all as provided herein (the “Secured Obligations”).

The Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Series III-A CP Notes may be adequately and effectively protected.

Section 1.01    Definitions.

As used in this Indenture and unless otherwise defined herein, capitalized terms used in this Indenture shall have the meanings assigned to them in the Collateral Account Control Agreement, the form of which is attached hereto as Exhibit F.

"Act” or “Act of the Series III-A CP Noteholders” has the meaning specified in Section 10.02 of this Indenture.

"Affiliate” means, with respect to a particular Person, (a) any Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person, or (b) any Person who is a director or officer or general partner (i) of such Person, (ii) of any subsidiary of such Person, or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote 5% or more of the securities having ordinary voting power to elect the directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Authorized Representative” has the meaning specified in Section 3.07 of this Indenture.

"Basic Documents” means this Trust Indenture and the Collateral Account Control Agreement.

“Book Entry Series III-A CP Notes” means beneficial interests in Notes designated as “Book Entry Series III-A CP Notes” in this Indenture, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 2.11; provided, that after the occurrence of a condition whereupon Definitive Series III-A CP Notes are to be issued to Note Owners, such Book Entry Series III-A CP Notes shall no longer be “Book Entry Series III-A CP Notes.”

“Business Day” means any day on which the Trustee and the appropriate depositories are open for business.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, as amended. As of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means each date of issuance of Series III-A CP Notes.

“Collateral” has the meaning specified in the Granting Clauses herein.

“Collateral Account” means custodial account number PJH019, established and maintained by the Securities Intermediary under the Collateral Account Control Agreement.

“Collateral Account Control Agreement” means, the Collateral Account Control Agreement, dated as of April 1, 2013, among The Bank of New York Mellon as Trustee, as Secured Party and, The Bank of New York Mellon, as Securities Intermediary, and the Issuer, as Pledgor, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Indenture is located at

The Bank of New York Mellon

101 Barclay Street, Floor 7 West

New York, New York, New York, 10286

Attention:    Corporate Trust Administration

Dealing and Trading.

"Definitive Series III-A CP Note” means a Series III-A CP Note in the form of a registered, physical certificated security issued or endorsed directly to the Holder thereof.

“Designated Officer” shall mean an officer of the Trustee charged with the administration of this Indenture.

“Dollars”, “$” or “U.S. $” means United States dollars and, where the context requires, means Dollars paid and/or held in the form of cash monies or dollar-denominated commercial deposit accounts.

“DTC” has the meaning specified in the Preamble to this Indenture.

“Eligible Collateral” has the meaning specified in Article 1 and Schedule I of the Collateral Account Control Agreement.

“Event of Default” has the meaning specified in Section 5.01 of this Indenture.

“Interest Accrual Period” means, with respect to any interest-bearing Series III-A CP Notes, on any Interest Payment Date, the period from and including the preceding Interest Payment Date (or, in the case of the first Payment Date occurring after the related Closing Date, such Closing Date) to and excluding such Payment Date, in each case calculated on the basis of actual number of days over 360 days, subject to Section 10.10.

“Interest Payment Date” means the fifteenth day of each calendar month or, if such fifteenth day is not a Business Day, the next succeeding Business Day, commencing April 2012.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“Issuance Notice” means the notice required to be provided by the Issuer to the Trustee pursuant to Section 2.14(c) of this Indenture.

“Issuer” means Piper Jaffray & Co., a Delaware corporation.

“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, participation or equity interest, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and includes the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing.

“Majority of Series III-A CP Noteholders” or “Majority Series III-A CP Noteholders”, means the Holders of Series III-A CP Notes evidencing in the aggregate more than 50% of the Outstanding amount of the Series III-A CP Notes.

“Margin Percentage” shall have the meaning specified in Article I of the Collateral Account Control Agreement.

“Margin Value” shall have the meaning specified in Article 1 of the Collateral Account Control Agreement.

“Margin Value Deficiency” means the excess of the Obligation Amount over the Margin Value.

“Master Series III-A CP Note” has the meaning specified in Section 2.01 of this Indenture.

“Maturity Date” means, as to each Series III-A CP Note, the Maturity Date set forth on the face thereof; provided, however, the Maturity Date of a Series III-A CP Note shall not be greater than 270 days or less than 27 days after the related Closing Date; and further provided that a Maturity Date must be on a Business Day.

“Note Account” means the account of that name established pursuant to Section 8.05 of this Indenture.

“Notice of Exclusive Control” has the meaning set forth in Article 1 of the Collateral Account Control Agreement.

‘Obligation Amount” has the meaning specified in Article 1 of the Collateral Account Control Agreement.

“Officer’s Certificate” means a certificate signed by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the relevant party and delivered to the Trustee.

“Opinion of Counsel” means a written opinion reasonably acceptable to the party to whom the opinion is directed. of counsel, who may be counsel for or an employee of the Person providing the opinion.

“Outstanding” as of any date of determination and with respect to Series III-A CP Notes, refers to all Series III-A CP Notes theretofore authenticated and delivered under this Indenture, except:

(i)    Series III-A CP Notes theretofore cancelled or delivered for cancellation, as specified in this Indenture;

(ii)    Series III-A CP Notes or portions thereof for which payment or redemption money in the necessary amount has been theretofore deposited as specified in this Indenture;

(iii)    Series III-A CP Notes in exchange for or in lieu of which other Series III-A CP Notes have been authenticated and delivered pursuant to this Indenture, unless proof is presented to the Trustee that any such Series III-A CP Notes are held by a holder in due course; and

(iv)    Series III-A CP Notes alleged to have been destroyed, lost or stolen and for which replacement Series III-A CP Notes have been issued as provided for in this Indenture.

“Paying Agent” means any paying agent appointed pursuant to Section 2.08 of this Indenture, and shall initially be the Trustee.

“Payment Date” means each Interest Payment Date and each Maturity Date.

“Permitted Lien” means with respect to the Collateral, Liens in favor of the Trustee pursuant to this Indenture.

“Person” means any legal person, including any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust, unincorporated organization, governmental entity or other entity of similar nature.

“Record Date” means the Business Day immediately preceding a Payment Date or Interest Payment Date .

“Relevant UCC State” means each jurisdiction in which the filing of a UCC financing statement is necessary to perfect the ownership interest of the Issuer pursuant to the security interest granted to the Issuer or the Trustee.

“Secured Obligations” has the meaning assigned in the granting clauses of this Indenture.

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

“Securities Intermediary” has the meaning specified in the Collateral Account Control Agreement.

“Series III-A CP Note Interest” means, with respect to any interest-bearing Series III-A CP Note, the interest payable in respect of such Series III-A CP Notes (as calculated in accordance with Section 2.15 hereof and payable pursuant to Section 8.02 of this Indenture), including any interest remaining unpaid from any prior Interest Payment Date.

“Series III-A CP Note Principal” means principal payable in respect of the Series III-A CP Notes pursuant to Section 8.02 of this Indenture.

“Series III-A CP Note Rate” means with respect to each Series III-A CP Note, the rate set by the Issuer at the time of issuance thereof, which rate shall be communicated to the Trustee by the Issuer in its Issuance Notice.

“Series III-A CP Note Register” means the register maintained pursuant to Section 2.05(a) of this Indenture, providing for the registration of the Series III-A CP Notes and transfers and exchanges thereof.

“Series III-A CP Noteholder or Holder” means the Person in whose name a Series III-A CP Note is registered in the Series III-A CP Note Register.

“Series III-A CP Notes” means the Issuer’s Secured Commercial Paper Notes, issued pursuant to Section 2.01 of this Indenture and authenticated by the Trustee substantially in the form attached hereto as Exhibit A.

“Series III-A CP Note Owner or Owner” means with respect to a Book Entry Series III-A CP Note, the Person that is the beneficial owner of such Book Entry Series III-A CP Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency), and with respect to a Definitive Series

III-A CP Note, the Person that is the registered owner of such Series III-A CP Note as reflected in the Note Register.

“Transfer” means to transfer, sell, exchange, pledge, hypothecate, participate, or otherwise assign, in whole or in part.

“Transfer Agent and Registrar” has the meaning specified in Section 2.05 of this Indenture.

“Trustee” means The Bank of New York Mellon, in its capacity as indenture trustee under this Indenture, or any successor trustee appointed as provided therein.

“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in the applicable jurisdiction.

Section 1.02    Rules of Construction.

Except as otherwise expressly provided in this Indenture or unless the context otherwise clearly requires:

Section 1.03    Supplements Controlling.

If a conflict exists between the provisions of this Indenture and any Supplement, the provisions of the Supplement shall be controlling.

Section 2.01    Form Generally.

The Notes shall be designated as the “Piper Jaffray Secured Series III-A CP Notes.” The Notes, together with the Trustee’s certificate of authentication, shall be in substantially the forms set forth in Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Series III-A CP Notes, as evidenced by their execution of the Series III-A CP Notes. Any portion of the text of any Series III-A CP Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Series III-A CP Note.

The Definitive Series III-A CP Notes and the global certificate (“Master Series III-A CP Note”) representing the Book Entry Series III-A CP Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Series III-A CP Notes, as evidenced by their execution of such Series III-A CP Notes.

Each Series III-A CP Note shall be dated the date of its authentication. The terms of the Series III-A CP Notes set forth in Exhibit A are part of the terms of this Indenture.

Section 2.02    Denominations.

The Series III-A CP Notes shall be issued in minimum amounts of $100,000 and integral multiples of $5,000 in excess thereof. Series III-A CP Notes shall be issued without coupons attached. Issuances of the Series III-A CP Notes will not be permitted in principal amounts less than $1,000,000.

Section 2.03    Execution, Authentication and Delivery.

Each Series III-A CP Note shall be executed by manual or facsimile signature by an Authorized Representative of the Issuer and shall be authenticated by the Trustee at the written direction of an Authorized Representative of the Issuer.

Series III-A CP Notes bearing the manual or facsimile signature of an individual who was, at the time when the signature was affixed, authorized to sign on behalf of the Issuer shall not be rendered invalid notwithstanding the fact that the individual ceased to be so authorized prior to the authentication and delivery of the Series III-A CP Notes or does not hold that office at the date of issuance of the Series III-A CP Notes.

No Series III-A CP Note shall be entitled to any benefit under this Indenture or be valid for any purpose unless a certificate of authentication appears on the Series III-A CP Note substantially in the form provided for in this Indenture executed by the Trustee by the manual signature of a duly authorized signatory. The certificate of authentication upon any Series III-A CP Note shall be conclusive evidence, and the only evidence, that that Series III-A CP Note has been duly authenticated and delivered.

The Issuer will from time to time to the extent it determines to issue Definitive Series III-A CP Notes, furnish to the Trustee an adequate supply of Series III-A CP Notes. Definitive Series III-A CP Notes, if any, shall be in substantially the form agreed upon by the Issuer and the Trustee and shall be serially numbered and shall have been executed by manual or facsimile signature of an Authorized Representative (as hereafter defined), but shall otherwise be uncompleted. Book-Entry Series III-A CP Notes shall be represented by a single Master Series III-A CP Notes substantially in the form attached hereto as Exhibit A and which shall be executed by manual or facsimile signature by an Authorized Representative in accordance with the Letter of Representations. Pending receipt of instructions pursuant to this Agreement, the Trustee will hold the Master Series III-A CP Note in safekeeping for the account of the Issuer or the Clearing Agency, as the case may be, in accordance with Trustee’s customary practice and the requirements of the Certificate Agreement.

Each Definitive Series III-A CP Note or Master Series III-A CP Note delivered to the Trustee shall be accompanied by a letter from the Issuer, as the case may be, identifying the Definitive Series III-A CP Note or Master Series III-A CP Note(s) transmitted therewith, and the Trustee shall acknowledge receipt of such Definitive Series III-A CP Note(s) or Master Series III-A CP Note(s) on the copy of such letter or pursuant to some other form of written receipt deemed appropriate by the Trustee at the time of delivery to the Trustee of such Definitive Series III-A CP Note(s) or Master Series III-A CP Note(s). Pending the issuance of Definitive Series III-A CP Notes as provided in Section 2.13 of this Indenture, all Definitive Series III-A CP Notes and Master Series III-A CP Note(s) delivered to the Trustee shall be held by the Trustee for the account of the Issuer or the Clearing Agency, as the case may be, for safekeeping in accordance with the Trustee’s customary practice and the requirements of the Certificate Agreement.

Section 2.04    Authenticating Agent.

authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Issuer.

“This is one of the Series III-A CP Notes described in the within‑mentioned Indenture.

______________________________

as Authenticating Agent

for the Trustee

By:_____________________________

Authorized Signatory”

Section 2.05    Registration of and Limitations on Transfer and Exchange of Series III-A CP Notes.

(a)    The Issuer shall cause to be kept a register (the “Series III-A CP Note Register”) in which, subject to such reasonable regulations as it may prescribe and the restrictions on transfers of the Series III-A CP Notes as provided herein, a transfer agent and registrar (the “Transfer Agent and Registrar”) shall provide for the registration of the Series III-A CP Notes and of transfers and exchanges of the Series III-A CP Notes. The Transfer Agent and Registrar shall initially be the Trustee, and the Series III-A CP Note Register shall initially be kept at the office of the Trustee. Unless the context requires otherwise, any reference in this Indenture to the Transfer Agent and Registrar shall include any co‑transfer agent and registrar appointed by the Trustee.

The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Issuer and the Series III-A CP Noteholders; provided, however, that such

resignation shall not be effective and the Trustee shall continue to perform its duties as Transfer Agent and Registrar until the Issuer at its own expense has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Trustee. If, after the date hereof, a Person other than the Trustee is appointed by the Issuer as Transfer Agent and Registrar, the Issuer shall give the Trustee prompt written notice of that appointment and of the location, and any change in the location, of the Series III-A CP Note Register. The Trustee may inspect the Series III-A CP Note Register at all reasonable times and obtain copies of it, and the Trustee may conclusively rely upon a certificate executed by the Transfer Agent and Registrar as to the names, addresses and taxpayer identification numbers of the Series III-A CP Noteholders and the principal balances and numbers of the Series III-A CP Notes.

Upon surrender for registration of transfer of any Series III-A CP Note at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Series III-A CP Notes in any authorized denominations of like aggregate principal balance.

At the option of a Series III-A CP Noteholder, Series III-A CP Notes may be exchanged for other Series III-A CP Notes in any authorized denominations of like aggregate principal balance, upon surrender of the Series III-A CP Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. Whenever any Series III-A CP Note is so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Series III-A CP Notes which the Series III-A CP Noteholder making the exchange is entitled to receive.

All Series III-A CP Notes issued upon any registration of transfer or exchange of Series III-A CP Notes shall evidence the same obligations and the same debt, and their Holders shall be entitled to the same rights and privileges under this Indenture, as the surrendered Series III-A CP Notes or the Holders thereof, as applicable.

Every Series III-A CP Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by (i) a written instrument of transfer in a form satisfactory to the Transfer Agent and Registrar and duly executed by, its Holder or any attorney‑in‑fact thereof duly authorized in writing, (ii) any representation letters or certifications required by the Series III-A CP Notes and (iii) any other documents reasonably required by the Transfer Agent and Registrar. Each Series III-A CP Noteholder must satisfy all transfer restrictions set forth in the Series III-A CP Notes.

Each Series III-A CP Note shall be registered at all times as herein provided, and any transfer or exchange of such Series III-A CP Note shall be valid for purposes hereunder only upon registration of such transfer or exchange by the Transfer Agent and Registrar as provided herein. Payments on any Payment Date shall be made to Series III-A CP Noteholders of record on the immediately preceding Record Date.

No service charge shall be made for any registration of transfer or exchange of Series III-A CP Notes, but the Transfer Agent and Registrar or any co‑transfer agent and registrar may require

payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Series III-A CP Notes.

(b)    The Transfer Agent and Registrar shall at all times maintain in The City of New York, an office or offices or agency or agencies where Series III-A CP Notes may be surrendered for registration of transfer or exchange.

(c)    No Series III-A CP Note may be offered, sold, delivered or transferred (including, without limitation, by pledge or hypothecation) except to Qualified Institutional Buyers (“QIBs”) and Qualified Purchasers (“QPs”) (each, as defined in Exhibit B hereto), in each case purchasing for their own account. Each Series III-A CP Note shall bear a restrictive legend to the foregoing effect substantially in the form of the legends on the face of the form of Series III-A CP Note at Exhibit A.

(d)    Each Prospective Owner shall represent and warrant in writing in substantially the form set forth in Exhibit B hereto, to the Issuer, Indenture Trustee and the Series III-A CP Note Registrar and any of their respective successors that:

(i)    Such Person is duly authorized to purchase such Series III-A CP Notes and its purchase of investments having the characteristics of such Series III-A CP Notes is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor; and

(ii)    Such Person understands that each holder of such Series III-A CP Note, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of this Indenture.

(e)    Each Prospective Owner of a Series III-A CP Note shall represent and warrant in writing, in substantially the form set forth in Exhibit B hereto, as applicable, to the Issuer, the Indenture Trustee and the Series III-A CP Note Registrar and any of their respective successors that:

(i)    Such Person is a QIB or QP and is acquiring such Series III-A CP Note for its own account or for the account of one or more QIBs or QPs for whom it is authorized to act; and

(ii)    Such Person understands that such Series III-A CP Notes have not been registered under the Securities Act, and that, if in the future it decides to offer, resell, pledge or otherwise transfer such Series III-A CP Notes, such Series III-A CP Notes may be offered, resold, pledged or otherwise transferred only to a person whom the seller reasonably believes is a QIB or QP that is purchasing such Notes for its own account or for the account of a QIB or QP, in each case in compliance with the requirements of this Indenture.

(f)    In the event that a Series III-A CP Note is transferred to a Person that does not meet the requirements of this Section 2.05, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Trustee or any intermediary; and neither the Indenture Trustee nor

the Issuer shall make any payments on such Note for as long as such Person is the Series III-A CP Noteholders of such Series III-A CP Note.

(g)    Each Holder of a Series III-A CP Note (or Note Owner) desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer and the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws and any other restrictions specified in this Section 2.05. Each holder of a Book-Entry Series III-A CP Note shall be deemed to have consented to such transfer restrictions.

(h)    The Trustee shall cause each Series III-A CP Note to contain a legend substantially similar to the applicable legend provided in Exhibit A hereto stating that transfer of such Notes is subject to certain restrictions as set forth herein.

(i)    Any purported transfer of a Series III-A CP Note (or any interest therein) not in accordance with this Section 2.05 shall be null and void and shall not be given effect for any purpose hereunder.

(j)    Neither the Trustee nor the Issuer will have the ability to monitor transfers of the Series III-A CP Notes while they are in book-entry form and neither will have any liability for transfers of Book-Entry Series III-A CP Notes in violation of any of the transfer restrictions described in this Section 2.05.

Section 2.06    Mutilated, Destroyed, Lost or Stolen Series III-A CP Notes.

If (a) the Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of any Series III-A CP Note, and there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer, the Transfer Agent and Registrar and the Trustee harmless or (b) any mutilated Series III-A CP Note is surrendered to the Trustee, then, in the absence of notice to the Issuer, the Transfer Agent and Registrar or the Trustee that the Series III-A CP Note has been acquired by a bona fide purchaser, the Issuer shall execute, and the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Series III-A CP Note, a replacement Series III-A CP Note of like tenor (including the same date of issuance) and principal amount, bearing a number not contemporaneously outstanding.

However, if the mutilated, destroyed, lost or stolen Series III-A CP Note shall have become or within seven days shall be due and payable, or shall have been selected or called for redemption, instead of issuing a replacement Series III-A CP Note, the Issuer may pay the Series III-A CP Note without its surrender, except that any mutilated Series III-A CP Note shall be surrendered. If a bona fide purchaser of the original Series III-A CP Note in lieu of which a replacement Series III-A CP Note was issued (or payment was made) presents for payment the original Series III-A CP Note, the Issuer and the Trustee shall be entitled to recover the replacement Series III-A CP Note (or the payment) from the Person to whom it was delivered or any Person taking the replacement Series III-A CP Note from the Person to whom the replacement Series III-A CP Note was delivered or any assignee of that Person, except a bona fide purchaser.

Upon the issuance of any replacement Series III-A CP Note under this Section, the Issuer may require the payment by the Holder of the Series III-A CP Note of a sum sufficient to cover any tax or other governmental charge that may be imposed on that issuance and any other reasonable expenses (including the fees and expenses of the Trustee or the Transfer Agent and Registrar) connected with that issuance.

Every replacement Series III-A CP Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Series III-A CP Note shall constitute complete and indefeasible evidence of a claim against the Issuer secured by the lien of this Indenture, as if originally issued, whether or not the destroyed, lost or stolen Series III-A CP Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any other duly issued Series III-A CP Notes.

The provisions of this Section are exclusive and shall preclude all other rights and remedies regarding the replacement or payment of mutilated, destroyed, lost or stolen Series III-A CP Notes.

Section 2.07    Persons Deemed Owners.

Prior to due presentation for registration of transfer of any Series III-A CP Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee shall treat the Person in whose name any Series III-A CP Note is registered as the owner of that Series III-A CP Note for the purpose of receiving distributions pursuant to the terms herein and for all other purposes whatsoever. Neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

Section 2.08    Appointment of Paying Agent.

The Trustee shall always be a Paying Agent for the Series III-A CP Notes (and the Trustee hereby accepts its appointments as a Paying Agent hereunder). The Issuer may appoint additional Paying Agents and may vary or terminate the appointment of any Paying Agent other than the Trustee. Any additional Paying Agent appointed by the Issuer shall be a bank or other financial institution which, on the date of appointment, has short‑term debt ratings of at least “P‑1” from Moody’s and “A‑1” from Standard & Poor's.

Notice of all changes in the identity or specified office of a Paying Agent shall be delivered promptly to the Series III-A CP Noteholders by the Issuer.

Section 2.09    Access to List of Series III-A CP Noteholders' Names and Addresses.

(a)    The Transfer Agent and Registrar shall furnish or cause to be furnished to the Issuer, the Trustee, any Owner or any Paying Agent requesting it a list of the names and addresses of the Series III-A CP Noteholders within five Business Days after receipt by the Transfer Agent and Registrar of a written request therefor from that Person; provided, however, that in the case of a person claiming to be an Owner requesting a list of such names and addresses the Transfer Agent and Registrar shall not furnish such list until the Issuer shall have authorized release of such list and the Trustee shall have no liability for such release or the identity of the requesting person.

(b)    Every Series III-A CP Noteholder, by receiving and holding a Series III-A CP Note, agrees that none of the Issuer, the Trustee, the Transfer Agent and Registrar nor any of their respective agents and employees shall be held accountable for the disclosure of any information as to the names and addresses of the Series III-A CP Noteholders pursuant to clause (a) above.

Section 2.10    Cancellation.

All Series III-A CP Notes surrendered for payment, registration of transfer, exchange, or redemption shall be delivered to the Trustee and promptly canceled by it in accordance with its customary procedures. The Issuer may at any time deliver to the Trustee for cancellation any Series III-A CP Notes previously authenticated and delivered that the Issuer may have acquired in any lawful manner. All Series III-A CP Notes so delivered shall be promptly canceled by the Trustee in accordance with its customary procedures. No Series III-A CP Notes shall be authenticated in lieu of or in exchange for any Series III-A CP Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Series III-A CP Notes held by the Trustee shall be disposed of by it in its customary manner unless the Issuer directs by a timely order that they be returned to it. Promptly upon the written request of the Issuer, Trustee shall cancel and return to the Issuer issued Certificated Series III-A CP Notes in its possession at the time of such request.

Section 2.11.    Book Entry Series III-A CP Notes.

The Series III-A CP Notes will be issued in the form of typewritten Notes or Master Series III-A CP Notes representing Book Entry Series III-A CP Notes, to be delivered to, or to the Trustee, as custodian for, the Clearing Agency, by, or on behalf of, the Issuer. The Book Entry Series III-A CP Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the Clearing Agency, and no Owner of Book Entry Series III-A CP Notes thereof will receive a Definitive Series III-A CP Note representing such Series III-A CP Note Owner’s interest in such Book-Entry Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Series III-A CP Notes”) have been issued to such Owners of Book Entry Series III-A CP Notes pursuant to Section 2.13:

(i)    the provisions of this Section shall be in full force and effect;

(ii)    the Note Registrar, the Trustee and the Issuer shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book Entry Series III-A CP Notes and the giving of instructions or directions hereunder) as the sole holder of the Book Entry Series III-A CP Notes, and shall have no obligation to the Owners of Book Entry Series III-A CP Notes;

(iii)    to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv)    the rights of Owners of Book Entry Series III-A CP Notes shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Owners of Book Entry Series III-A CP Notes and the Clearing Agency and/or the Clearing

Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Series III-A CP Notes are issued pursuant to Section 2.13, neither the Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book Entry Series III-A CP Notes to such Clearing Agency Participants; and

(v)    whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Owners of Book Entry Series III-A CP Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book Entry Series III-A CP Notes and has delivered such instructions to the Trustee.

Section 2.12    Notices to Clearing Agency.

Whenever a notice or other communication to the Series III-A CP Noteholders is required under this Indenture, unless and until Definitive Series III-A CP Notes shall have been issued to such Owners of Book Entry Series III-A CP Notes pursuant to Section 2.13, the Trustee shall give all such notices and communications specified herein to be given to Owners of Book Entry Series III-A CP Notes to the Clearing Agency, and shall have no obligation to such Series III-A CP Noteholders.

Section 2.13.    Definitive Series III-A CP Notes.

If (i) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book Entry Series III-A CP Notes and the Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default hereunder, Series III-A CP Note Owners of the Book Entry Series III-A CP Notes representing beneficial interests aggregating at least a majority of the Outstanding Balance of the Book Entry Series III-A CP Notes advise the Clearing Agency in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of such Series III-A CP Note Owners, then the Clearing Agency shall notify all Owners of Book Entry Series III-A CP Notes, the Trustee and the Note Registrar of the occurrence of any such event and of the availability of Definitive Series III-A CP Notes to Owners of Book Entry Series III-A CP Notes requesting the same. Upon surrender to the Note Registrar of the typewritten Notes representing the Book Entry Series III-A CP Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Note Registrar shall authenticate the Definitive Series III-A CP Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar, or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Series III-A CP Notes, the Trustee and the Issuer shall recognize the Holders of such Definitive Series III-A CP Notes as Noteholders.

Section 2.14    Series III-A CP Note Issuance Procedures.

(a)    On the initial Closing Date, the Issuer shall execute and the Trustee shall authenticate and deliver the Master Series III-A CP Note, which shall not contain a specified principal amount but shall represent the entire amount of Series III-A CP Notes Outstanding from time to time hereunder; provided that the maximum principal aggregate amount of the Series III-A CP Notes shall not exceed $125,000,000 at any time. The Master Series III-A CP Note shall be held by Trustee as Issuing Agent and custodian for the Depository.

(b)    From time to time during the term of this Indenture and subject to the terms and conditions hereof, and upon the Trustee’s timely receipt of written or telecopy instructions, notice transmitted directly to the Trustee’s computers or in such manner as the Trustee then employs as its normal business practice (collectively, “Instructions”), not later than 5:00 p.m., New York City time, on a Business Day, from an Authorized Representative, on the day immediately preceding the day of issuance ( to be followed up by the Issuer’s entry in the “MMI/OIS” system (or any successor to such system) not later than 11:00 a.m., New York City time on the day of issuance) of any Definitive Series III-A CP Notes (in the case of instructions from an Authorized Representative) the Trustee shall withdraw the respective Definitive Series III-A CP Notes from safekeeping and in accordance with the Instructions so received, take the following actions with respect to each such Definitive Series III-A CP Notes:

(i) date each such Definitive Series III-A CP Notes the date of issuance thereof (which shall be a Business Day) and insert the maturity date thereof (provided that the Authorized Representative shall ensure that such date is a Business Day and that it shall not less than 27 days or more than 270 days from the date of issue) and the face amount (provided that the Authorized Representative shall ensure that such face amount is not less than $100,000) thereof in figures;

(ii) authenticate (by countersigning) each such Definitive Series III-A CP Notes in the appropriate space provided thereon; and

(iii) deliver in the Borough of Manhattan south of Chambers Street each such Definitive Series III-A CP Notes to the person designated by such Authorized Representative against Payment in immediately available funds of the principal amount of Series III-A CP Notes.

(c)    In the case of Book-Entry Series III-A CP Notes, from time to time during the term of this Indenture and subject to the terms and conditions hereof, and upon the Trustee’s timely receipt of written or telecopy instructions, notice transmitted directly to the Trustee’s computers or in such a manner as the Trustee then employs as its normal business practices, and confirmed by the Issuer by the submission of an Issuance Notice, not later than 5:00 p.m., New York City time, on a Business Day, from an Authorized Representative, on the day immediately preceding the day of issuance ( to be followed up by the Issuer’s entry in the “MMI/OIS” system (or any successor to such system) not later than 11:00 a.m., New York City time on the day of issuance) of any Book-Entry Series III-A CP Notes (in the case of instructions from an Authorized Representative) the Trustee shall give issuance instructions for the issuance of Book-Entry Series III-A CP Notes to the Clearing Agency in a manner set forth in, and take other actions as are required by, the Letter of

Representations and the Certificate Agreement. Instructions for the issuance of Book-Entry Series III-A CP Notes shall include the following information with respect to each Book-Entry Series III-A CP Note:

Notwithstanding the foregoing, instructions with respect to Book-Entry Series III-A CP Notes to be issued on the date of this Agreement shall be provided not later than 9:00 a.m., New York City time, on the date of issuance to be followed up by the Issuer’s entry in the “MMI/OIS” system not later than 11:00 a.m., New York City time on the day of issuance.

(d)    Trustee shall send a report (by telecopy or other means permitted hereunder) except if otherwise provided to the Issuer on a monthly basis of the Trustee’s issuance of Series III-A CP Notes under this Section 2.14, including the maturity date and face amounts of each Series III-A CP Note issued.

(e)    Instructions must be received by the Trustee by 5:00 p.m., New York City time, on a Business Day, on the day immediately preceding the day of issuance, for physical issuance or for book-entry issuance ( to be followed up by the Issuer’s entry in the “MMI/OIS” system (or any successor to such system) not later than 11:00 a.m., New York City time on the day of issuance).

(f)    The Issuer understands that although Trustee has been instructed to deliver Series III-A CP Notes against payment, delivery of Series III-A CP Notes may, in accordance with the custom prevailing in the commercial paper market, be made before receipt of payment in immediately available funds. Therefore, once Trustee has delivered a Series III-A CP Note as instructed by the Issuer, the Issuer shall bear the risk that a Series III-A CP Note purchaser fails to remit payment for the Series III-A CP Note. Trustee shall have no liability to the Issuer for any failure or inability on the part of a purchaser to make payment for Series III-A CP Notes. Nothing in this Agreement shall require Trustee to purchase any Series III-A CP Note or expend its own funds for the purchase price of a Series III-A CP Note or Series III-A CP Notes.

(g)    Except as may otherwise be provided in the Letter of Representations, if at any time the Issuer instructs Trustee to cease issuing Definitive Series III-A CP Notes and to issue only Book-Entry Series III-A CP Notes, the Trustee agrees that all Series III-A CP Notes will be issued as Book-Entry Series III-A CP Notes and that no Definitive Series III-A CP Notes shall be exchanged

for Book-Entry Series III-A CP Notes unless and until the Trustee have received written instructions from an Authorized Representative to the contrary.

(h)    It is understood that Trustee is not under any obligation to assess or review the financial condition or credit worthiness of any person to or for whose account Trustee is instructed to deliver a Series III-A CP Note pursuant to instructions from an Authorized Representative or to advise the Issuer as to the results of any such appraisal or investigation Trustee may have conducted on its own or of any adverse information concerning any such person that may in any way have come to Trustee’s attention.

(i)    It is understood that the Clearing Agency may request the delivery of Definitive Series III-A CP Notes in exchange for Book-Entry Series III-A CP Notes upon the termination of the Clearing Agency’s services pursuant to the Clearing Agency Letter of Representations. Accordingly, upon such termination, Trustee is authorized to complete and deliver Definitive Series III-A CP Notes in partial or complete substitution for Book-Entry Series III-A CP Notes of the same face amount and maturity as requested by the Clearing Agency. Upon the completion or delivery of any such Definitive Series III-A CP Notes, Trustee shall annotate its records regarding the Master Series III-A CP Note with respect to such Book-Entry Series III-A CP Notes to reflect a corresponding reduction in the face amount of the Outstanding Book-Entry Series III-A CP Notes. Trustee’s authority to so complete and deliver such Definitive Series III-A CP Notes shall be irrevocable at all times from the time a Book-Entry Series III-A CP Note is purchased until the indebtedness evidenced thereby is paid in full.

(j)    If Trustee shall receive instructions (confirmed in writing in accordance with this Indenture) from the Issuer not to issue or deliver Series III-A CP Notes, until revoked in writing or superseded by further written instructions from the Issuer, Trustee shall not issue or deliver Series III-A CP Notes, provided, however, that, Trustee shall be required to deliver Series III-A CP Notes in respect of agreements for the sale of Series III-A CP Notes concluded by an Authorized Representative prior to receipt by the Authorized Representative of notice of such instructions from the Issuer, if the Authorized Representative shall have confirmed such delivery to Trustee in writing prior to Trustee’s delivery of the Series III-A CP Notes. For purposes of this Section (i), Trustee may rely on written notice given or delivered to Trustee by an Authorized Representative as to whether any particular Series III-A CP Notes are to be issued in respect of such agreements concluded by such Authorized Representative, and Trustee shall have no obligation to make any other or further investigation.

(k)     Each issuance of Series III-A CP Notes hereunder shall be subject to the conditions (to be monitored by the Issuer) that: (i) each representation, warranty and covenant of the Issuer contained in this Indenture is satisfied on the date of such issuance, (ii) there shall be no occurrence and continuance of an Event of Default that remains uncured, and (iii) there shall have been confirmed by the Securities Intermediary to the Trustee, on or prior to 12:00 noon, New York City time, that there is no Margin Value Deficiency (i.e., the aggregate Series III-A CP Note Principal Outstanding immediately after such issuance, taking into account any concurrent maturities and redemptions, shall not exceed the Margin Value), and no issuance shall occur unless these conditions are satisfied. Notwithstanding the foregoing, the confirmation from the Securities Intermediary

with respect to Book-Entry Series III-A CP Notes to be issued on the date of this Agreement shall be provided not later than 2:30 p.m., New York City time, on the date of issuance, or promptly thereafter.

Section 2.15     Payment of Interest and Principal; Optional Redemption.

(a)    Each Series III-A CP Note shall either (i) be sold at a discount to the face or par amount thereof and not bear interest or (ii) accrue interest at the stated Series III-A CP Note Rate and such interest shall be payable on each Interest Payment Date. If Series III-A CP Notes are issued with Interest, such Interest shall be computed on each such Series III-A CP Note on the basis of a 360-day year and the actual number of days elapsed in each Interest Accrual Period. The principal of the Series III-A CP Notes shall be payable on the related Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Series III-A CP Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Trustee, or Majority CP Holders have declared the Series III-A CP Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on the Series III-A CP Notes shall be made to the Series III-A CP Noteholders entitled thereto.

(b)    By 11:00 a.m., New York City time, on each Payment Date, Issuer shall transfer to Paying Agent for deposit in the Note Account immediately available funds at least equal to the sum of any Series III-A CP Note Interest and the aggregate principal amount of all Series III-A CP Notes maturing on such Payment Date. In the event Issuer fails to make the payment by such time, the Trustee may provide DTC with a “refusal to pay” notice. Paying Agent shall then pay on the Payment Date to each holder of the Series III-A CP Notes (which may, in the case of Book-Entry Series III-A CP Notes held by Paying Agent pursuant to the Certificate Agreement, be the Clearing Agency or a nominee of the Clearing Agency), (i) Series III-A CP Note Interest, if any, and (ii) the principal amount of all Series III-A CP Notes maturing on such Payment Date that are presented to Paying Agent for payment at or prior to 3:00 p.m., New York City time, on such day (or if presented after 3:00 p.m., New York City time, then on the next succeeding Business Day) to the extent of funds available in the Note Account. Upon payment by Paying Agent as aforesaid, Paying Agent shall mark Definitive Series III-A CP Note(s) presented as paid, cancel such Definitive Series III-A CP Note(s) and dispose of such cancelled Definitive Series III-A CP Notes in accordance with Section 2.10 of this Indenture. After payment of any matured Book-Entry Series III-A CP Note, Paying Agent shall also annotate its records to reflect the remaining aggregate Outstanding principal amount of Book-Entry Series III-A CP Notes in accordance with the Letter of Representations.

(c)    Any Series III-A CP Note Interest and principal payable on the Maturity Date of any Definitive Series III-A CP Note shall be paid on the applicable Payment Date (to the extent of funds available in the Note Account) to the Person in whose name such Series III-A CP Note is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date or, upon written request made to the Paying Agent with a copy to the Trustee, if the Trustee is not the Paying Agent, at least five Business Days prior to the related Record Date, by the Holder of a Series III-A CP Note by wire transfer in immediately available funds to an account specified in the request and at the expense of such Series III-A CP Noteholder.

(d)    Upon the request of a Series III-A CP Noteholder, the Issuer may agree to (but in no event shall Issuer be required to) redeem some or all of such Noteholder’s Series III-A CP Notes. If the Issuer agrees to such a redemption, the Issuer shall immediately notify the Trustee of the particular Series III-A CP Notes to be redeemed, including the related Maturity Date (and the new redemption date), the principal amount of the redemption and the CUSIP number. The Trustee and the Issuer shall agree upon the procedures to be followed to execute such redemption request. For all purposes hereunder, the redemption date shall be deemed to be the new Maturity Date for such Series III-A CP Notes so redeemed.

Section 2.16      CUSIP Numbers.

The Issuer in issuing the Series III-A CP Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Series III-A CP Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Series III-A CP Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Section 3.01    Representations and Warranties of the Issuer--General. The Issuer hereby represents and warrants to the Trustee and the Series III-A CP Noteholders, as of the Closing Date:

(a)    Organization and Good Standing. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Indenture and the Collateral Account Control Agreement and to execute and deliver to the Trustee the Series III-A CP Notes pursuant hereto.

(b)    Due Authorization; Enforceability. The execution and delivery of this Indenture and the Collateral Account Control Agreement have been duly authorized by the Issuer by all necessary action on its part. This Indenture, and the Collateral Account Control Agreement each constitutes the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect, affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity).

(c)    No Conflicts. The execution, delivery and performance of this Indenture and the Collateral Account Control Agreement, the execution and delivery of the Notes, and the performance of the transactions contemplated under the Basic Documents by the Issuer, do not (i) contravene

its Articles of Incorporation or any other agreements pursuant to which it is organized, (ii) violate any provision of, or require any filing (except for the filings under the UCC required by this Agreement, each of which has been duly made and is in full force and effect), registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Issuer, except for such filings, registrations, consents or approvals as have already been obtained and are in full force and effect, (iii) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Issuer is a party or by which it or its properties may be bound or affected except those as to which a consent or waiver has been obtained and is in full force and effect and an executed copy of which has been delivered to the Trustee, or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Issuer other than as specifically contemplated by this Agreement.

(d)    Use of Proceeds. No proceeds of the issuance of any Series III-A CP Note will be used by the Issuer to purchase or carry any margin security within the meaning of, or otherwise contravene or conflict with any of, Regulations T, U or X of the Board of Governors of the Federal Reserve System.

(e)    Certain Security Interest Representations.     The Issuer further represents and warrants as follows with respect to the security interest in the Collateral granted to the Trustee hereunder:

was released in full upon or prior to the transfer hereunder. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

For the purposes of the representations and warranties contained in this Section 3.01 and made by the Issuer on the initial Closing Date, “Series III-A CP Notes” shall mean the Series III-A CP Notes issued on such Closing Date. The representations and warranties set forth in this Section 3.01 shall survive the grant and assignment of the respective Collateral to the Trustee. The Issuer hereby represents and warrants to the Trustee, as of each Closing Date that the representations and warranties of the Issuer set forth in this Section 3.01 are true and correct as of such date. Upon discovery by the Issuer of a breach of any of the foregoing representations and warranties, the Issuer shall give written notice to the Series III-A CP Noteholders, within two (2) Business Days following such discovery.

Section 3.02    General Covenants of the Issuer.

The Issuer hereby covenants that:

Event of Default. As soon as possible, and in any event within five Business Days after the Issuer has knowledge of the occurrence of any Event of Default, a written statement of an Authorized Representative of the Issuer describing such event and the action that the Issuer proposes to take with respect thereto, in each case in reasonable detail.

(c)    Issuer’s Covenants and Agreements. The Issuer will duly observe and perform all covenants and agreements of the Issuer set forth in this Indenture and the Collateral Account Control Agreement.

(d)    Security Interests. Except for the grants and assignments hereunder, the Issuer will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than a Permitted Lien), on any Collateral, whether now existing or hereafter created or arising, or any interest therein; the Issuer will immediately notify the Trustee of the existence of any Lien (other than a Permitted Lien) on any Collateral; and the Issuer shall defend the right, title and interest of the Trustee in, to and under the Collateral, whether now existing or hereafter created or arising, against all claims of third parties claiming through or under the Issuer, including, but not limited to, the filing of any continuation statements required by applicable law.

Upon discovery by an Authorized Representative of the Issuer of a breach of any of the foregoing covenants, the Issuer shall give written notice to the other parties hereto, and to the Series

III-A CP Noteholders, within two Business Days following such discovery. Upon receipt by a Designated Officer of the Trustee of written notice of a breach of any of the foregoing covenants, the Trustee shall give written notice to the other parties to hereto, and to the Series III-A CP Noteholders, within two Business Days following receipt of such written notice.

Section 3.03    Collateral Maintenance; Substitution; Trustee Daily Collateral Reports.

On the initial Closing Date, the Issuer shall have deposited in the Collateral Account, Eligible Collateral with a Margin Value of not less than the Obligation Amount. At or before 1:00 p.m. New York City time each Business Day thereafter, Securities Intermediary will determine the Margin Value of the Collateral, in accordance with Article III of the Collateral Account Control Agreement. If the Securities Intermediary notifies the Issuer at or before 1:00 p.m. New York City time on any Business Day of the existence of a Margin Deficiency (taking into account any new issuance, maturities or redemptions), then on or before 3:30 p.m. New York City time on such Business Day, the Issuer shall deliver to Securities Intermediary for deposit into the Collateral Account an amount of Collateral at least equal to the Margin Deficiency. If the Securities Intermediary notifies the Issuer after 1:00 p.m. New York City time on any Business Day of the existence of a Margin Deficiency, the Issuer shall use its best efforts to deliver on or before the close of business on such Business Day, to Securities Intermediary for deposit into the Collateral Account an amount of Collateral at least equal to the Margin Deficiency; provided, however, that in no case shall the Issuer deliver such Collateral after 1:00 p.m. New York City time on the following Business Day.

Assuming that Securities Intermediary has not received a Notice of Exclusive Control (in the form of Exhibit C hereto) from the Trustee, as Secured Party, pursuant to Section 5.04, and provided that there shall not be a Collateral Deficiency immediately after any substitution referred to herein, the Issuer shall be permitted at any time prior to 3:30 p.m. New York City time during any Business Day, to substitute new Eligible Collateral for existing Eligible Collateral in the Collateral Account having at least the same market value as the Eligible Collateral for which the substitution is made held; provided however that on any Business Day on which new Series III-A CP Notes are being issued, no such substitutions shall be permitted after 12:00 noon New York City time. Such substitutions shall be effectuated by the Securities Intermediary upon receipt of Oral or Written Instructions of the Issuer in the manner specified in Article III of the Collateral Account Control Agreement.

The Trustee shall obtain from the Securities Intermediary’s data base, Access Edge, the information needed to prepare and shall prepare and deliver a Daily Collateral Report on each Business Day to the Issuer. The Daily Collateral Report shall be made available through GCT Investor Reporting to beneficial owners of the Series III-A CP Notes requesting such access.

Section 3.04    Money for Series III-A CP Note Payments to Be Held in Trust.

The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which that Paying Agent agrees with the Trustee that it will, and the Trustee hereby agrees in its capacity as Paying Agent, subject to the provisions of this Section, that it will:

To obtain the satisfaction and discharge of this Indenture or for any other purpose, the Issuer may at any time in writing direct any Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent. Those sums shall be held by the Trustee upon the same trusts as those upon which they were held by the Paying Agent. Upon that payment by any Paying Agent to the Trustee, that Paying Agent shall be released from all further liability regarding that money.

Section 3.05    Unclaimed Funds.

On the request of the Issuer, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Series III-A CP Note and remaining unclaimed for two years after it has become due and payable shall be paid to the Issuer. The Holder of the Series III-A CP Note on which payment was due shall thereafter look only to the Issuer for payment as an unsecured general creditor. All liability of the Trustee or the Paying Agent regarding that trust money to the extent so paid to the Issuer shall thereupon cease. The Trustee or the Paying Agent, before being required to make any payment, may at the expense of the Issuer cause to be published once, in a newspaper of general circulation published in the English language and customarily published on each Business Day in New York, New York and in the city in which the principal corporate trust office of the Trustee is located, notice that such money remains unclaimed and that, after a date specified therein, which shall be not less than 30 days from the date of the publication, any unclaimed balance of that money then remaining will be repaid to the Issuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of a release of payment (including mailing notice of the release to Series III-A CP Noteholders whose Series III-A CP Notes have been called but have not been surrendered for redemption or whose right to monies payable but not claimed is determinable from the records of

any Paying Agent, such notice to be mailed to the last address of record of each such Series III-A CP Noteholder).

Section 3.06    Successor Substituted.

Upon any consolidation or merger or any transfer of the assets of the Issuer substantially as an entirety, the Person formed by or surviving the consolidation or merger (if other than the Issuer) or the Person to which the transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if that Person had been named as the Issuer. The entity that was the Issuer prior to the transfer shall be released from its obligations under this Indenture as Issuer immediately upon the effectiveness of the transfer, but shall not be released from any obligations or liabilities to the Trustee or the Series III-A CP Noteholders arising prior to such effectiveness.

Section 3.07    Authorized Representative

The Issuer has furnished to the Trustee, and from time to time thereafter may furnish to the Trustee and shall furnish to you upon the Trustee’s request, certificates (“Incumbency Certificates”) of a responsible officer of the Issuer certifying the incumbency and specimen signatures of officers or agents of the Issuer authorized to execute Series III-A CP Notes on behalf of the Issuer by manual or facsimile signature and/or to take other action hereunder on behalf of the Issuer (each an “Authorized Representative”). Until the Trustee has received a subsequent incumbency certificate of the Issuer, the Trustee is entitled to conclusively rely on the last such certificate delivered to the Trustee for purposes of determining the Authorized Representatives. The Trustee shall not have any responsibility to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on the Series III-A CP Notes, or to determine whether any facsimile or manual signature resembles the specimen signature(s) filed with the Trustee by a duly authorized officer of the Issuer. Any Series III-A CP Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature is affixed shall be binding on the Issuer after the authentication thereof by Trustee notwithstanding that such person shall have died or shall have otherwise ceased to hold his office on the date such Series III-A CP Note is countersigned or delivered to the Trustee.

Section 4.01    Satisfaction and Discharge.

This Indenture shall cease to be of further effect with respect to the Series III-A CP Notes, except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Series III-A CP Noteholders to receive payments of principal of and interest on the Notes, (d) the rights and immunities of the Trustee under this Indenture, including the rights of the Trustee under Section 6.07 and the obligations of the Trustee under Section 4.02 and (e) the rights of Series III-A CP Noteholders as beneficiaries of this Indenture regarding property deposited under Section 4.02 with the Trustee and payable to any of them, and

the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to those Series III-A CP Notes, on demand of and at the expense of the Issuer, when either:

Notwithstanding the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee, the obligations of the Issuer to the Trustee under Section 6.07 and of the Trustee to the Series III-A CP Noteholders under Section 4.02 shall survive such satisfaction and disharge.

Section 4.02    Application of Trust Money.

All monies deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it in accordance with the provisions of the Series III-A CP Notes and this Indenture to make payments of all sums due and to become due on the Series III-A CP Notes for principal and interest to the Series III-A CP Noteholders for whose payment the monies have been deposited with the Trustee. These payments may be made either directly or through any Paying Agent, as the Trustee may determine. These monies need not be segregated from other funds except to the extent required herein.

Section 5.01    Events of Default.

any other of its obligations under this Indenture or the Collateral Account Control Agreement and such default shall remain uncured for a period of fifteen (15) days after notice from Trustee; (iv) if any representation, warranty, statement, report or certificate made or delivered by Issuer or any of its officers, employees or agents, to the Trustee or Series III-A CP Noteholders as required hereunder, is not true and correct in any material respect when made or deemed made; (v) if Issuer shall (A) become insolvent, (B) not be paying its debts generally as such debts become due, (C) make an assignment for the benefit of creditors or cause or suffer any of their respective assets to come within the possession of any receiver, trustee or custodian, (D) have a petition filed by or against Issuer under the Bankruptcy Reform Act of 1978, as amended, or any similar law or regulation, (E) have any of its assets attached, seized or levied upon, or (F) otherwise become the subject of any insolvency or creditor enforcement proceedings, provided however, that any involuntary petition or other proceeding against Issuer shall not be an Event of Default unless an order for relief is entered or such proceeding remains undismissed for at least sixty (60) days; (vi) if this Indenture, any Series III-A CP Note, or the Collateral Account Control Agreement, shall cease to be in full force and effect, shall be declared null and void, shall be revoked or terminated or shall be subject to any contest by Issuer as to their validity and/or enforceability, for any reason, or if Issuer shall for any reason deny any further liability to the Series III-A CP Noteholders hereunder and thereunder; or (vii) the Issuer shall fail to maintain excess Net Capital as reported on the Issuer’s Focus Report submitted to the U.S. Securities and Exchange Commission on a monthly basis, of at least $120,000,000.

Section 5.02    Acceleration of Maturity; Rescission and Annulment.

amount of the Notes, together with accrued and unpaid interest on the Series III-A CP Notes through the date of acceleration, shall become immediately due and payable.

(i)    the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

1)    all payments of principal of and interest on the Series III-A CP Notes and all other amounts that would then be due under this Indenture or upon the Series III-A CP Notes if the Event of Default giving rise to the acceleration had not occurred; and

2)    all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee and their respective agents and outside counsel; and

(ii)    all Events of Default, other than the nonpayment of the principal of the Series III-A CP Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14.

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

Section 5.03    Collection of Indebtedness and Suits for Enforcement by Trustee.

The Issuer covenants that upon the acceleration of the maturity of the Series III-A CP Notes pursuant to Section 5.02 and the demand of the Trustee, the Issuer will immediately pay to the Trustee for the benefit of the Series III-A CP Noteholders the whole amount then due and payable on the Series III-A CP Notes for principal and interest, with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, in the order set forth herein and, in addition thereto, any further amount necessary to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Issuer fails to pay these amounts forthwith upon the demand of the Trustee, the Trustee, in its own name and as Trustee of an express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute the proceeding to judgment or final decree, and may enforce the same against the Issuer and collect the monies adjudged or decreed to be payable in the manner provided by law.

If an Event of Default occurs and is continuing, the Trustee may, in its discretion and subject to the provisions of Section 5.02, Section 5.12 and Section 6.01, proceed to protect and enforce its rights and the rights of the Series III-A CP Noteholders under this Indenture by whatever appropriate proceedings the Trustee may deem necessary to protect and enforce any of those rights, whether for the specific enforcement of any covenant or agreement contained in the Collateral Account

Control Agreement or in aid of the exercise of any power granted in this Indenture, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by law.

If proceedings relating to the Issuer under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency, or other similar law are pending, or if a receiver, assignee, or trustee in bankruptcy or reorganization, liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property, or if any other comparable judicial proceedings relating to the Issuer or the creditors or property of the Issuer are pending, then regardless of whether the principal of any Series III-A CP Notes shall then be payable by their terms or by declaration or otherwise and regardless of whether the Trustee has made any demand pursuant to this Section, the Trustee shall be entitled and empowered, by intervention in the proceedings or otherwise:

and any trustee, receiver, liquidator, custodian, or other similar official is authorized by each of the Series III-A CP Noteholders to make payments to the Trustee, and, if the Trustee consents to payments going directly to the Series III-A CP Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee, and their respective agents, attorneys, and counsel, and all other expenses and liabilities incurred (including attorneys' fees and expenses), and all advances made, by the Trustee and each predecessor Trustee except as shall have been determined to have been caused by its own gross negligence or willful misconduct.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Series III-A CP Noteholders any plan of reorganization, arrangement, adjustment, or composition affecting the Series III-A CP Notes or the rights of any Series III-A CP Noteholder, or to authorize the Trustee to vote regarding the claim of any Series III-A CP Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or Person performing similar functions.

In any proceedings involving this Indenture or the Series III-A CP Notes the Trustee shall represent all the Series III-A CP Noteholders, and it shall not be necessary to make any Series III-A CP Noteholders parties to the proceedings.

Section 5.04    Remedies.

(i)    institute proceedings in its own name and as trustee for an express trust for the collection of all amounts then payable on the Series III-A CP Notes or under this Indenture (whether by declaration or otherwise), enforce any judgment obtained, and collect from the Collateral Account securing the Series III-A CP Notes monies adjudged due;

(ii)    only if so instructed in writing by the Majority Series III-A CP Noteholders, sell or liquidate all or a portion of the Collateral at one or more public or private sales called and conducted in accordance with Section 5.16 to the extent permitted by law;

(iii)    institute proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral; and

(iv)    exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee or the Series III-A CP Noteholders under this Indenture.

For the purpose of determining the sufficiency or insufficiency in clause (ii) above, the Trustee shall be provided by the Series III-A CP Noteholders with and may conclusively rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of the proposed action and as to the sufficiency of the Collateral for these purposes.

1)    first, to the Trustee, all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee and its respective agents and outside counsel; and.

2)    second, to the payments of principal of and interest on the Series III-A CP Notes and all other amounts then due under this Indenture or upon the Series III-A CP Notes.

shall mail to each Series III-A CP Noteholder and the Issuer a notice that states the record date, the payment date and the amount to be paid.

Section 5.05    Optional Preservation of Trust Assets.

If the Series III-A CP Notes have been declared to be payable under Section 5.02 following an Event of Default and the declaration and its consequences have not been rescinded and annulled, the Trustee may, but need not, elect to maintain possession of the Collateral. It is the intent of the parties to this Indenture and the Series III-A CP Noteholders that all principal of and interest on the Series III-A CP Notes be paid in full when due. The Trustee shall take direction from Majority of the Series III-A CP Noteholders in determining whether to maintain possession of the Collateral, and may rely upon an opinion of an independent investment banking or accounting firm of national reputation addressed to the Trustee as to the feasibility of the proposed action and as to the sufficiency of the Collateral for these purposes.

Section 5.06    Trustee May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture or the Series III-A CP Notes may be prosecuted and enforced by the Trustee without the possession of any of the Series III-A CP Notes or their production in any proceeding relating to them. Any proceeding instituted by the Trustee shall be brought in its own name as Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Series III-A CP Noteholders and any other parties entitled thereto upon which the judgment has been obtained.

Section 5.07    Limitation on Suits.

No Series III-A CP Noteholder shall have any right to institute any proceedings, judicial or otherwise, regarding this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:

No one or more Series III-A CP Noteholders may in any manner whatever under any provision of this Indenture affect, disturb, or prejudice the rights of any other Series III-A CP Noteholder or obtain or seek to obtain priority or preference over any other Series III-A CP Noteholder or enforce any right under this Indenture, except in the manner provided in this Indenture and for the equal and ratable benefit of all the Series III-A CP Noteholders.

If the Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Series III-A CP Noteholders, each representing less than Majority Series III-A CP Noteholders, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture; provided, however, that the Trustee shall be under no obligation to act until it is directed by the Majority Series III-A CP Noteholders.

Section 5.08    Unconditional Rights of Series III-A CP Noteholders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, each Series III-A CP Noteholder shall have the absolute and unconditional right to receive payment of the principal of and interest on its Series III-A CP Note as that principal and interest becomes due and payable and to institute suit for the enforcement of that payment. This right shall not be impaired without the consent of the affected Series III-A CP Noteholder.

Section 5.09    Restoration of Rights and Remedies.

If the Trustee or any Series III-A CP Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and that proceeding has been discontinued or abandoned, or has been determined adversely to the Trustee or to the Series III-A CP Noteholder, then the Issuer, the Trustee, and the Series III-A CP Noteholder shall, subject to any determination in that proceeding, be restored to their former positions under this Indenture, and thereafter all rights and remedies of the Trustee and the Series III-A CP Noteholders shall continue as though no proceeding had been instituted.

Section 5.10    Rights and Remedies Cumulative.

No right, remedy, power, or privilege herein conferred upon or reserved to the Trustee or to the Series III-A CP Noteholders is intended to be exclusive of any other right, remedy, power, or privilege. Every right, remedy, power, or privilege shall be cumulative and in addition to every other right, remedy, power, or privilege given under this Indenture or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right, remedy, power, or privilege shall not preclude any other further assertion or the exercise of any other appropriate right, remedy, power, or privilege.

Section 5.11    Delay or Omission Not Waiver.

No failure to exercise and no delay in exercising, on the part of the Trustee or of any Series III-A CP Noteholder or other Person, any right, remedy, power, or privilege upon any Event of Default shall impair that right, remedy, power, or privilege or constitute a waiver of it or of the

Event of Default or an acquiescence in the Event of Default. Every right, remedy, power, or privilege given by this Article or by law to the Trustee or to the Series III-A CP Noteholders may be exercised as often as may be deemed expedient by the Trustee or by the Series III-A CP Noteholders, as the case may be.

Section 5.12    Rights of Series III-A CP Noteholders to Direct Trustee.

Promptly upon receiving notice of the occurrence of an Event of Default, the Trustee shall notify all of the Series III-A CP Noteholders and Mariner Wealth Advisors and Montage Investments. The Majority Series III-A CP Noteholders may direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee regarding the Series III-A CP Notes or exercising any trust or power conferred on the Trustee regarding the Notes.

Notwithstanding the foregoing and subject to Section 6.01:

Section 5.13    Waiver of Past Defaults.

Prior to the declaration of the acceleration of the maturity of the Series III-A CP Notes as provided in Section 5.02 (except in the case of subsection (a)(ii) below), Majority Series III-A CP Noteholders may, on behalf of all the Series III-A CP Noteholders, waive in writing any past default on the Series III-A CP Notes and its consequences, except:

(a)    a default in the payment of the principal or interest on any Series III-A CP Note (which may be waived only with the consent of all of the Series III-A CP Noteholders), or

(b)    regarding any of the provisions under Section 9.02 that cannot be modified or amended without the consent of the Series III-A CP Noteholder of each outstanding Series III-A CP Note affected.

Upon any written waiver, the default shall cease to exist, and any Event of Default arising from it shall be deemed to have been cured for every purpose of this Indenture. No such waiver shall extend to any subsequent or other default or impair any right consequent to it.

Section 5.14    Undertaking for Costs.

All parties to this Indenture agree, and each Series III-A CP Noteholder by its acceptance of a Series III-A CP Note shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,

suffered, or omitted by it as Trustee, any court may in its discretion require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and that the court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by that party litigant. The provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Series III-A CP Noteholders (in compliance with Section 5.07) holding in the aggregate not less than 25% of the principal balance of the outstanding Series III-A CP Notes, or to any suit instituted by any Series III-A CP Noteholder for the enforcement of the payment of the principal or interest on any Series III-A CP Note on or after the Payment Date on which the principal or interest was due (or, in the case of redemption, on or after the applicable redemption date).

Section 5.15    Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist 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 time hereafter in force, that may adversely affect the covenants or the performance of this Indenture. The Issuer (to the extent that it may lawfully do so) hereby expressly 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 granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.16    Sale of Trust Assets.

Section 5.17    Action on Notes.

The Trustee's right to seek and recover judgment on the Series III-A CP Notes or under this Indenture shall not be affected by the seeking or obtaining of or application for any other relief under this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Trustee or the Series III-A CP Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under that judgment upon any portion of the Trust Assets or upon any of the assets of the Issuer. Any money or property collected by the Trustee shall be applied as specified in Section 5.04 of this Indenture.

Section 5.18    Limited Rights of Certain Series III-A CP Noteholders.

Neither the Issuer or any Affiliate thereof as Holders of any Series III-A CP Notes issued pursuant to this Indenture related thereto shall have any rights to direct the Trustee to take any action in respect of the Series III-A CP Notes pursuant to this Indenture, unless the Issuer or Affiliate owns 100% of the outstanding Series III-A CP Notes.

Section 5.19    Series III-A CP Noteholders Designation of Authorized Representative.

To the extent that any Holder designates to the satisfaction of the Trustee by use of a form substantially similar to Exhibit G hereto, Mariner Wealth Advisors or Montage Investments (or any successors thereto) as its agent hereunder, Trustee shall treat Mariner Wealth Advisors or Montage Investments (as applicable) as the agent of any such Holder for all purposes hereunder including for purposes of determining a Majority of Series III-A CP Noteholders until such designation is revoked.

Section 6.01    Duties of Trustee.

(i) The Trustee shall have no duty or responsibility for the preparation, filing, continuation or correctness of any financing statement or for the validity or perfection of any lien or security interest.

(j) Delivery of any reports or information by the Trustee shall not constitute actual or constructive knowledge of any condition or information specified therein.

(k) Any intellectual property created or generated in the preparation of Daily Collateral Reports shall, as between the Trustee and Issuer, be owned by the Trustee, and Issuer shall have no rights with respect thereto.

Section 6.02    Notice of Event of Default.

Upon the occurrence of any Event of Default of which a Designated Officer of the Trustee has actual knowledge or has received written notice, the Trustee shall transmit by mail notice of the occurrence of the event to all Series III-A CP Noteholders as their names and addresses appear on the Series III-A CP Note Register and Mariner Wealth Advisors and Montage Investments within 5 days after it receives written notice or obtains actual knowledge of the event.

Section 6.03    Rights of Trustee.

Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with the request or direction;

Section 6.04    Not Responsible for Recitals or Issuance of Notes.

The recitals contained in this Indenture and in the Notes, except the certificate of authentication of the Trustee, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Indenture, the Notes, or any related document. The Trustee shall not be accountable for the use or application by the Issuer of the proceeds from the Notes.

Section 6.05    May Hold Notes.

The Trustee, any Paying Agent, any Transfer Agent and Registrar, or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Series III-A CP Notes and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Transfer Agent and Registrar, or other agent.

Section 6.06    Money Held in Trust.

Any money held by the Trustee in trust under this Indenture need not be segregated from any other funds held by the Trustee in trust under this Indenture except to the extent required by this Indenture. The Trustee shall be under no liability for interest on any money received by it under this Indenture except as otherwise agreed upon in writing by the Trustee.

Section 6.07    Compensation, Reimbursement and Indemnification.

(a)    The Issuer agrees:

(i)    to pay the Trustee the Trustee fees set forth in the Trustee Fee Letter;

(ii)    except as otherwise expressly provided in this Indenture, to reimburse the Trustee upon its request, and in accordance with the Trustee Fee Letter, for all expenses, disbursements, and advances incurred or made by the Trustee pursuant to this Indenture (including all costs and expenses incurred by the Trustee exercising any remedies under this Indenture and the reasonable compensation and the expenses and disbursements of its agents and counsel, except any such expense, disbursement, or advance that shall be determined to have been caused by its negligence or willful misconduct); and

(iii)    to indemnify the Trustee, its officers, directors, employees, and agents against any loss, liability, expense, damage, or injury suffered or sustained without negligence or willful misconduct on its part, arising in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability from the exercise or performance of any of its powers or duties under this Indenture.

(b) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer for the non‑payment to the Trustee of any amounts provided by this Section until at least one year and one day after the payment in full of all the Series III-A CP Notes issued under this Indenture.

(d) The provisions of this Section shall survive the termination of this Indenture.

Section 6.08    Replacement of Trustee.

No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee pursuant to this Section. The Trustee may resign at any time upon 60 days' written notice to the Issuer. Majority Series III-A CP Noteholders may remove the Trustee with or without cause by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(i)    the Trustee fails to satisfy Section 6.11;

(ii)    the Trustee is adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer takes charge of the Trustee or its property or its affairs for the purpose of rehabilitation, conservation, or liquidation; or

(iii)    the Trustee otherwise becomes legally unable to act.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee satisfactory to the Series III-A CP Noteholders.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers, and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Series III-A CP Noteholders. The retiring Trustee, upon payment of its charges hereunder, shall promptly transfer all property held by it as Trustee to the successor Trustee.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Issuer), the Issuer or Majority Series III-A CP Noteholders may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to satisfy Section 6.11, any Series III-A CP Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer's obligations under Section 6.07 shall continue for the benefit of the removed or retiring Trustee.

Section 6.09    Successor Trustee by Merger.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving, or transferee corporation or banking association without any further act shall be the successor Trustee if that corporation or banking association is otherwise qualified and eligible under Section 6.11. The Trustee shall provide the Issuer and all Series III-A CP Noteholders prior written notice of any such transaction.

If any Series III-A CP Notes have been authenticated but not delivered at the time a successor to the Trustee by merger, conversion, consolidation, or transfer succeeds to the trusts created by this Indenture, the successor to the Trustee may adopt the certificate of authentication of the predecessor Trustee and deliver the Series III-A CP Notes so authenticated.

Any successor to the Trustee may authenticate Series III-A CP Notes in the name of the successor Trustee and those certificates of authentication shall have the full force that it is anywhere provided in the Series III-A CP Notes or in this Indenture that certificates of authentication of the Trustee shall have.

Section 6.10    Appointment of Co‑Trustee or Separate Trustee.

provisions of this Section, the powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co‑trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Series III-A CP Noteholders of the appointment of any co‑trustee or separate trustee shall be required under Section 6.08.

(i)    all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and the separate trustee or co‑trustee jointly (the separate trustee or co‑trustee is not authorized to act separately without the Trustee joining in the act), except to the extent that under any law of any jurisdiction in which any particular acts are to be performed the Trustee is incompetent or unqualified to act, in which event the rights, powers, duties, and obligations shall be performed singly by the separate trustee or co‑trustee, but solely at the direction of the Trustee;

(ii)    no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee; under this Indenture; and

(iii)    the Trustee may at any time accept the resignation of or remove any separate trustee or co‑trustee.

Section 6.11    Eligibility; Disqualification.

The Trustee shall have a combined capital and surplus of at least $500,000,000 as set forth in its most recently filed report of condition.

Section 6.12    Representations and Covenants of Trustee.

The Trustee represents, warrants and covenants that:

(i)    it is a banking corporation duly organized and validly existing under the laws of the State of New York;

(ii)    it has full power and authority to deliver and perform this Indenture and has taken all necessary action to authorize the execution, delivery, and performance by it of this Indenture and the Collateral Account Control Agreement; and

(iii)each of this Indenture and the Collateral Account Control Agreement has been duly executed and delivered by the Trustee and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally and subject also to the availability of equitable remedies if equitable remedies are sought.

Section 6.13    Trustee as Paying Agent, Registrar and Authenticating Agent.

Where the Trustee shall act in the capacity of Paying Agent, Registrar, Authenticating Agent and issuing agent (collectively, the “Agent Capacity”), neither the Trustee nor its officers, employees or agents shall be liable for any act or omission thereunder, except in the case of a judicial determination of its own gross negligence or willful misconduct as described in Section 6.14 in this Indenture. The duties and obligations of the Trustee in its Agent Capacity and those of its officers and employees shall be determined by the express provisions of this Indenture, and the Trustee and its officers, employees and agents shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied covenants shall be read into any such document against the Trustee or its officers, employees or agents. Neither the Trustee or its officers, employees or agents shall be required to ascertain whether any issuance or sale of Series III-A CP Note(s) (or any amendment or termination of this Indenture) has been duly authorized or is in compliance with any other agreement, ordinance, resolution or other undertaking or document to which the Issuer is a party or by which it or its property may be bound (whether or not the Trustee is a party to such other agreement).

Section 6.14    Liability in Agent Capacity.

The Issuer hereby indemnifies and holds the Trustee in its Agent Capacity, and its employees and any of its officers and agents harmless, from and against, and the Trustee in its Agent Capacity shall not be liable for, any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses of any nature (including, without limitation, interest and reasonable attorneys’ fees, expenses, and the allocable costs of in-house legal services) arising out of or resulting from the exercise of its rights and/or the performance of its duties (or those of its agents and employees) hereunder; provided, however, that the Issuer shall not be liable to indemnify or pay you with respect to any loss, liability, action, suit, judgment, demand, damage, cost or expense that shall be determined to have been caused by your own gross negligence or

willful misconduct or that of your officers or employees. The foregoing indemnity includes, but is not limited to, any action taken or omitted to be taken by the Trustee in its Agent Capacity upon electronically transmitted instructions (authorized herein) received by it from, or believed by it in good faith to have been given by, the proper person or persons. The provisions of this Section 6.14 shall survive (i) the Trustee’s resignation or removal in its Agent Capacity and (ii) the termination of this Indenture.

In no event shall the Trustee, whether as Trustee or in its Agent Capacity be responsible or liable for special, indirect, 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 of the form of action.

Section 6.15    Information Sharing.

Issuer understands that The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through affiliates and subsidiaries located in multiple jurisdictions (the “BNY Mellon Group”). Issuer also understands that the BNY Mellon Group may centralize in one or more affiliates, subsidiaries or unaffiliated service providers certain activities, including audit, accounting, administration, risk management, legal, compliance, sales, marketing, relationship management, and the storage, maintenance, aggregation, processing and analysis of information and data regarding Issuer and any accounts hereunder. Consequently, Issuer hereby consents and authorizes Securities Intermediary to disclose to other members of the BNY Mellon Group (and their respective officers, directors and employees) information and data regarding Issuer (as applicable), its employees and representatives, and any accounts hereunder in connection with the foregoing activities. To the extent that information and data includes personal data encompassed by relevant data protection legislation applicable to Issuer, Issuer represents and warrants that it is authorized to provide the foregoing consents and authorizations and that the disclosure to Securities Intermediary will comply with the relevant data protection legislation. Issuer acknowledges and agrees that information concerning it may be disclosed to unaffiliated service providers who are required to maintain the confidentiality of such information, to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates, and otherwise as required by law.

Section 7.01    Issuer to Furnish Trustee Names and Addresses of Series III-A CP Noteholders.

Within five days after each Record Date, the Transfer Agent and Registrar, at the direction of the Issuer, will cause to be furnished to the Trustee a list, in such form as the Trustee may reasonably require, of the names, addresses and taxpayer identification numbers of the Series III-A CP Noteholders as they appear on the Series III-A CP Note Register as of that Record Date. At any other time the Trustee may request the Issuer to furnish, on ten days' written notice, a list of similar form and content as of a date not more than 10 days prior to the time the list is furnished.

So long as the Trustee is the Transfer Agent and Registrar, the Issuer shall not be required to furnish such lists and the Trustee shall furnish to the Issuer such list upon ten days' written request.

Section 7.02    Preservation of Information; Communications to Series III-A CP Noteholders.

Section 8.01    Collection of Money.

Except as otherwise expressly provided in this Indenture, the Trustee may demand payment or delivery of, and receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to this Indenture. The Trustee shall hold all such money and property received by it in trust for the Series III-A CP Noteholders and shall apply such property and money as provided in this Indenture.

Section 8.02    Distributions.

On each Payment Date, the Trustee shall, in accordance with Section 2.15 of this Indenture, distribute to the Series III-A CP Noteholders payments due thereunder.

Section 8.03    Release of Trust Assets, Etc..

Section 8.05    Establishment of Note Account.

The Trustee, for the benefit of the Series III-A CP Noteholders, shall establish and maintain with a separate segregated trust account (the “Note Account”), bearing a designation clearly indicating that the funds therein are held for the benefit of the Series III-A CP Noteholders.

Section 9.01    Supplemental Indentures Without Consent of Series III-A CP Noteholders.

(i)    to correct or amplify the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm to the Trustee any property required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;

(ii)    to evidence the succession, in compliance with Section 3.06, of another Person to the Issuer, and the assumption by the successor of the covenants of the Issuer herein and in the Series III-A CP Notes;

(iii)    to add to the covenants of the Issuer, for the benefit of the Series III-A CP Noteholders, or to surrender any right or power herein conferred upon the Issuer;

(iv)    to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;

(v)    to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters arising

under this Indenture or in any supplemental indenture so long as the interests of any Series III-A CP Noteholder are not adversely affected; or

(vi)    to evidence the acceptance of the appointment under this Indenture of a successor trustee and to add to or change any of the provisions of this Indenture necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to the requirements of Article VI.

The Trustee is authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)    The Issuer and the Trustee, when authorized by a written direction of an Authorized Representative of the Issuer, may also enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Series III-A CP Noteholders under this Indenture; provided that such action will not, as evidenced by an Opinion of Counsel of the Issuer, delivered and acceptable to the Trustee, adversely affect in any material respect the interests of any Series III-A CP Noteholder.

Section 9.02    Supplemental Indentures with Consent of Series III-A CP Noteholders.

The Issuer and the Trustee, when authorized by a written direction of an Authorized Representative of the Issuer, also may, with the consent of a Majority of Series III-A CP Noteholders, by an Act of the Series III-A CP Noteholders delivered to the Issuer and the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of those Series III-A CP Noteholders under this Indenture. However, no such supplemental indenture shall, without the consent of each Series III-A CP Noteholder affected thereby:

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Series III-A CP Noteholders to which that supplemental indenture relates written notice provided to the Trustee by the Issuer setting forth in general terms the substance of that supplemental indenture. The failure of the Trustee to mail any such notice, or any defect therein, shall not in any way impair or affect the validity of that supplemental indenture.

Section 9.03    Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Sections 6.01 and 6.03) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any supplemental indenture that affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 9.04    Effect of Supplemental Indenture.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and that supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of Series III-A CP Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.05    Reference in Series III-A CP Notes to Supplemental Indentures.

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may bear a notation in form as to any matter provided for in that supplemental indenture. If the Issuer so determines, new Series III-A CP Notes so modified as to conform, in the opinion of the Issuer, to that supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for outstanding Notes.

Section 10.01    Form of Documents Delivered to Trustee.

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

Any certificate or opinion of an Authorized Representative of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer's certificate or opinion is based are erroneous. Any such certificate of an Authorized Representative or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer or the Issuer, stating that the information with respect to those factual matters is in the possession of such party, unless such Authorized Representative or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to those matters are erroneous.

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

Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of that certificate or report (as the case may be), of the facts and opinions stated in that document shall in such case be conditions precedent to the right of the Issuer to have that application granted or to the sufficiency of that certificate or report. The foregoing shall not, however, be construed to affect the Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Section 10.02    Acts of Series III-A CP Noteholders.

Section 10.03    Notices, Etc. to Trustee, Issuer and Issuer.

(i)    the Trustee by any Series III-A CP Noteholder or by the Issuer shall be sufficient for every purpose hereunder (x) if in writing and mailed, first-class postage prepaid, to the address set forth below or (y) if made, given, furnished or filed in writing to a Designated Officer of the Trustee, by facsimile transmission or by other electronic means acceptable to the Trustee to or with the Trustee at:

The Bank of New York Mellon

101 Barclay Street, Floor 7 West

New York, New York 10286

Attention:    Corporate Trust Administration

Dealing and Trading

Facsimile No.: (212) 815-2830

(ii)    the Issuer by the Trustee or by any Series III-A CP Noteholder shall be sufficient for every purpose hereunder if in writing and mailed, first‑class postage prepaid, to the address set forth below or (y) if made, given, furnished or filed in writing to the Issuer, by facsimile transmission or by other electronic means acceptable to the Issuer to or with the Issuer at:

Piper Jaffray & Co.

800 Nicollet Mall, J09STR

Minneapolis, MN ###-###-####

Attn: Treasury Department

Telephone:     ###-###-####

Facsimile:     ###-###-####

, or at any other address previously furnished in writing to the Trustee by the Issuer.

(iii)    Mariner Wealth Advisors and Montage Investments by the Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first‑class postage prepaid, to the address set forth below or (y) if made, given, furnished or filed in writing to the Issuer, by facsimile transmission or by other electronic means acceptable to Mariner Wealth Advisors and Montage Investments at:

Montage Investments

Mariner Investments

11300 Tomahawk Creek Parkway, Ste 200

Leawood, KS  66211

Attn: Katrina Radenberg, Portfolio Manager

Telephone:     ###-###-####

Facsimile:     ###-###-####

And:

Gary Henson, CIO & President

Telephone:     ###-###-####

Facsimile:     ###-###-####

, or at any other address previously furnished in writing to the Trustee by the Issuer.

Section 10.04    Notices to Series III-A CP Noteholders; Waiver.

Where this Indenture provides for notice to Series III-A CP Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed by registered or certified mail or first class postage prepaid or national overnight courier service to each Series III-A CP Noteholder affected by such event, at the address of that Series III-A CP Noteholder as it appears on the Series III-A CP Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Series III-A CP Noteholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Series III-A CP Noteholder shall affect the sufficiency of such notice with respect to other Series III-A CP Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, that notice may be waived in writing by any Person entitled to receive such notice, before the event, and any such waiver shall be the equivalent of that notice.

If because of the suspension of regular mail service, it is impractical to mail notice of any event to Series III-A CP Noteholders when that notice is required to be given, then any manner of giving that notice that is satisfactory to the Trustee shall be deemed to be a sufficient giving of that notice.

The Issuer shall give prompt written notice to each Series III-A CP Noteholder of any of the following occurrences: (a) the appointment of a successor Trustee and (b) the execution of a supplemental indenture pursuant to Article IX.

Section 10.05    Alternate Payment and Notice Provisions.

Notwithstanding any provision of this Indenture or any of the Series III-A CP Notes to the contrary, the Issuer, with the consent of the Trustee, may enter into any agreement with any Series III-A CP Noteholder providing for a method of payment, or notice by the Trustee or any Paying Agent to that Series III-A CP Noteholder, that is different from the methods provided for in this Indenture for payments or notices. The Issuer will furnish to the Trustee a copy of each such agreement and the Trustee will cause payments to be made and notices to be given in accordance with those agreements.

Section 10.06    Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 10.07    Successors and Assigns.

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

Section 10.08    Separability.

If any provision in this Indenture or in the Series III-A CP Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.09    Benefits of Indenture.

Except as set forth in Section 10.13, nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Series III-A CP Noteholders, any benefit.

Section 10.10    Legal Holidays.

In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Series III-A CP Notes or this Indenture) payment need not be made on that date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 10.11    Governing Law.

Section 10.12    Counterparts.

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 10.13    Issuer Obligation.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Series III-A CP Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of a membership or other equity interest in the Issuer or (iii) any manager, partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, or of any holder of a membership or other equity interest in the Issuer.

Section 10.14    No Petition.

The Trustee, by entering into this Indenture, and each Series III-A CP Noteholder, by accepting a Note, hereby covenant that they will not at any time institute against the Issuer, or join in any institution against the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy

or similar law in connection with any obligations relating to the Notes, this Indenture, until at least one year and one day after the payment in full of all Series III-A CP Notes issued under this Indenture.

Section 10.15 Force Majeure.

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 or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military 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 the banking industry to resume performance as soon as practicable under the circumstances.

IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Second Amended and Restated Indenture to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

PIPER JAFFRAY & CO., Issuer

BY:

By:________________________________

Printed Name:

Title:

THE BANK OF NEW YORK MELLON, as Trustee

By:________________________________

Printed Name:

Title:

The Bank of New York Mellon

101 Barclay Street, Floor 7W

New York, New York 10286

Attention:    Corporate Trust Administration

Dealing and Trading

Piper Jaffray & Co.

800 Nicollet Mall, J13S22

Minneapolis, MN ###-###-####

Attention: Short Term Desk

Re: Piper Jaffray & Co. Series III-A CP Notes issued pursuant to the Second Amended and Restated Indenture, dated as of April 21, 2014, between Piper Jaffray & Co., as Issuer, and The Bank of New York Mellon, as Indenture Trustee

In connection with our initial purchase of the Series III-A CP Notes, and any future purchases of the Series III-A CP Notes we make while this letter is in effect, the undersigned (the “Purchaser”) hereby acknowledges, represents to and agrees with Piper Jaffray & Co. (the “Issuer”) and the Indenture Trustee as follows:

(1)    We understand and acknowledge that the Series III-A CP Notes are exempt securities under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 3(a)(3) thereof and that the Issuer is offering the Series III-A CP Notes only to Qualified Institutional Buyers (as defined in Rule 144A under the Securities Act of 1933, as amended)(“QIBs”) and Qualified Purchasers (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended) (“QPs”). We represent that we are a QIB and/or QP. “Investments” refers to securities of issuers that are not affiliated with us, and the amount of Investments referred to above generally refers to the value thereof without regard to the stated or principal amount.

(2)    We are purchasing the Series III-A CP Notes, and any future purchases of the Series III-A CP Notes covered by this letter will be, for our own account or for the accounts of one or more QIBs or QPs for which we are acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with any distribution thereof. We will (i) not make any sale or other transfer of fractional interests in the Series III-A CP Notes to any transferee, and (ii) only make transfers to QIBs or QPs.

(3)     We acknowledge that the Issuer and the Indenture Trustee and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements, in connection with this and any future purchases covered hereby, and agree that, if any of the

acknowledgements, representations or agreements deemed to have been made by our purchase of the Series III-A CP Notes are no longer accurate, we shall promptly notify the addressees; and if we are acquiring any Series III-A CP Notes as a fiduciary or agent for one or more Persons who qualify as QIBs or QPs, we represent that we have sole investment discretion with respect to each such Person and that we have full power to make the foregoing acknowledgements, representations and agreements on behalf of each such Person. Each of the following acknowledgements, representations and agreements will be deemed to be remade in their entirety for any future purchases we make that are covered by this letter.

(4)    We (i) have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks (including for tax, legal, regulatory, accounting and other financial purposes) of our prospective investment in the Series III-A CP Notes, (ii) are financially able to bear such risk, (iii) in making such investment are not relying on the advice or recommendations of the Issuer or any of their respective affiliates (or any representative of any of the foregoing), and represent that none of such parties or any of their respective affiliates is acting as a fiduciary or financial or investment adviser for us and (iv) have determined that an investment in the Series III-A CP Notes is suitable and appropriate for us. We have had access to such financial and other information concerning the Issuer and the Series III-A CP Notes as we have deemed necessary to make our own independent decision to purchase the Series III-A CP Notes, including the opportunity, at a reasonable time prior to our purchase of the Series III-A CP Notes, to ask questions and receive answers concerning the Issuer and the terms and conditions of the offering of the Series III-A CP Notes.

(5)    We understand that there is no trading market for the Series III-A CP Notes and that no assurance can be given as to the liquidity of any trading market for the Series III-A CP Notes and that it is unlikely that a trading market for the Series III-A CP Notes will develop. We further understand that, although the Issuer may from time to time make a market in the Series III-A CP Notes, the Issuer is under no obligation to do so and, following the commencement of any market-making, may discontinue the same at any time. Accordingly, we are prepared to hold the Series III-A CP Notes for an indefinite period of time or until the Maturity Date.

(6)    The Series III-A CP Notes were not offered or sold to us by any form of general solicitation or advertising, including but not limited to:

(a)    any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or

(b)    any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

(7)    We understand and agree that in making decisions as to whether to purchase or sell the Series III-A CP Notes, we must rely on our own examination of the Issuer and the terms of the Series III-A CP Notes and that the Issuer shall not be deemed to make any recommendation regarding the amounts of any investment in the Series III-A CP Notes or the suitability of an investment in the Series III-A CP Notes by us. We have carefully reviewed the Offering Memorandum, dated as of April 1, 2013, and we acknowledge that (i) the Issuer of the Series III-A CP Notes is Piper Jaffray

& Co., (ii) our registered representative at Piper Jaffray & Co. in connection with this purchase is an employee of Piper Jaffray & Co., (iii) Piper Jaffray & Co. will compensate our registered representative with a commission that is determined by reference to the dollar amount of the Series III-A CP Notes we are purchasing from you and (iv) we are aware that the relationships referred to above pose a potential conflict of interest.

(8)    We are the beneficial owner of at least $1,000,000 of the Series III-A CP Notes and hereby request access to the Daily Collateral Reports pursuant to Section 3.03 of the Indenture and any other notices required under the Indenture to be sent to [mailing address]. We agree that any such reports shall be received by us as confidential and will not be disseminated to any other person or organization.

We understand that this letter shall continue in effect and apply to any purchases of the Series III-A CP Notes that are sold pursuant to the Offering Memorandum, dated as of April 21, 2014 and that if any of the acknowledgements, representations or agreements deemed to have been made upon each purchase of the Series III-A CP Notes are no longer accurate, we shall promptly notify the addressees.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture.

Date:_______________________        ______________________

(Name of Purchaser)

By:_________________________________

Printed

Name:______________________________

Title:_______________________________

            

Mailing Address of Purchaser:

The Bank of New York Mellon

One Wall Street, New York

New York, New York 10286

Attention:    Broker Dealer Services

Re: Piper Jaffray & Co. Series III-A CP Notes

We hereby instruct you pursuant to Section 5.04 (a) of the Second Amended and Restated Indenture, dated as of April 21, 2014 (as supplemented or amended, the “Indenture”), between Piper Jaffray & Co., as Issuer, and The Bank of New York Mellon, as indenture trustee, and Article III, Section 5 of the Collateral Account Control Agreement, dated as of April 1, 2013 (as supplemented or amended, the “Control Agreement”) among the undersigned, as Securities Intermediary and Secured Party and Piper Jaffray & Co., as Pledgor, that (i) an uncured Event of Default has occurred and is continuing under Section 5.01 of the Indenture, (ii) you (A) shall not follow any instructions or entitlement orders of Pledgor with respect to the Collateral or the Collateral Account held by you for Pledgor, and (B) unless and until otherwise expressly instructed by the undersigned, shall exclusively follow the entitlement orders and instructions of the undersigned with respect to the Collateral or the Collateral Account.

Very truly yours,

The Bank of New York Mellon, not in its individual

    capacity but solely as Indenture Trustee

By: _________________________________

Authorized Signatory    

The Bank of New York Mellon

101 Barclay Street, Floor 7W

New York, New York 10286

Attention:    Corporate Trust Administration

Dealing and Trading

Re: Piper Jaffray & Co.-- Series III-A CP Notes $125,000,000

The undersigned, an Authorized Representative of Piper Jaffray & Co., does hereby request The Bank of New York Mellon, as Issuing Agent under the Second Amended and Restated Indenture, dated as of April 21, 2014 (as supplemented or amended, the “Indenture”), between Piper Jaffray & Co., as Issuer, and The Bank of New York Mellon, as Indenture Trustee, Issuing Agent and Paying Agent, to issue pursuant to Section 2.14 of the Indenture, Series III-A CP Notes as follows:

Unless otherwise defined herein, capitalized terms used in this request shall have the meanings assigned to them in the Indenture and the Collateral Account Control Agreement, dated as of April 1, 2013, by and between the Issuer, as Pledgor, and The Bank of New York Mellon, as Securities Intermediary and the Indenture Trustee, as Secured Party.

Date of Issuance:__________________

Type of Transaction :                  (should specify either Free Delivery or Delivery vs. Payment)

DTC Participant#                

You are requested to increase the principal amount of the Series III-A CP Notes Outstanding on your Master Series III-A CP Note Records to the aggregate principal amount of $________________.

Pursuant to Section 2.14 of the Indenture, the undersigned hereby certifies that:

(i)After the issuance of the Series III-A CP Notes as hereby requested, and the retirement of any Series III-A CP Notes maturing concurrently with the issuance requested hereunder, the aggregate principal amount of the Series III-A CP Notes will not exceed $125,000,000;

(ii)The term to Maturity of the Series III-A CP Notes as hereby requested is not less than 27 days and does not exceed 270 days;

(iii)To the actual knowledge of the Issuer, no Event of Default has occurred and is now continuing;

(iv)Each representation, warranty and covenant of the Issuer contained in the Indenture is satisfied as of the date hereof, and

(v)After the issuance of the Series III-A CP Notes as hereby requested, and the retirement of any Series III-A CP Notes maturing concurrently with the issuance requested hereunder, there is no Margin Value Deficiency (i.e., the aggregate Series III-A CP Note Principal Outstanding immediately after the requested issuance shall not exceed the Margin Value).

Dated: ___________________

Piper Jaffray & Co.

By: _________________________________

Authorized Representative

The Bank of New York Mellon

101 Barclay Street, Floor 7W

New York, New York 10286

Attention:    Corporate Trust Administration

Dealing and Trading

Re: Piper Jaffray & Co.-- Series III-A CP Notes $125,000,000

Reference is made to Piper Jaffray Series III-A CP Notes issued pursuant to the Second Amended and Restated Indenture, dated as of April 21, 2014 (as supplemented or amended, the “Indenture”), between Piper Jaffray & Co., as Issuer, and The Bank of New York Mellon, as Indenture Trustee, Issuing Agent and Paying Agent. The undersigned certifies to you as Trustee under the Indenture that it is the holder and beneficial owner of the face amount of such notes set forth below (the “Notes”) and that it shall provide such documentation to verify such holding as the Trustee shall require. The undersigned further certifies that it has full authority to execute this form. The undersigned hereby designates and appoints [Mariner Wealth Advisors/Montage Investments] as its agent for all purposes in relation to the undersigned’s holding of the Notes, including for purposes of giving instructions and consents to the Trustee and acting in conjunction with other holders of Piper Jaffray Series III-A CP Notes to form a Majority of Series III-A CP Noteholders for purposes of the Indenture.

This appointment shall remain in effect until the undersigned notifies you if its revocation.

Date:_______________________        ______________________

(Name of Holder)

By:_________________________________

Name:

Title:

Series III- A CP Notes Holdings         

Participant #         

Medallion Guarantee:                     

[Mariner Wealth Advisors OR Montage Investments]

By:_________________________________

Name:

Title:

Phone:

Please fax your form to: The Bank of New York Mellon, as Trustee; Attn: Jeffrey Katz

Phone# 212 ###-###-####, Fax# 212 ###-###-####