Gallatin IV CLO 2012-1 Ltd./Gallatin IV CLO 2012-1 LLC

Nov. 7, 2012SEC Rule 17g-7SEC Rule 17g-7 requires anNRSRO, for any reportaccompanying a credit ratingrelating to an asset-backedsecurity as defined in theRule, to include a descriptionof the representations,warranties and enforcementmechanisms available toinvestors and a description ofhow they differ from therepresentations, warrantiesand enforcementmechanisms in issuances ofsimilar securities.This is Standard &Poor‟s Ratings Services‟17g-7 Disclosure Reportfor the transactionshown in the titleabove.Gallatin IV CLO 2012-1Ltd./Gallatin IV CLO 2012-1LLCFloating-rate notesPrimary Credit Analyst:Alexander Dennis, New York, (1) 312-233-7069alexander_dennis@standardandpoors.comSecondary Contact:Andrew Loken, New York, (1) 212-438-2755Andrew _loken@standardandpoors.comAnalytical Manager, U.S. Structured Credit New Issuance :Winston Chang, New York, (1) 212-438-8123w inston_chang@standardandpoors.comAs required by SEC Rule 17g-7, this report includes only those representations, warrantiesand enforcement mechanisms available to investors. This report does not includerepresentations and warranties without a corresponding enforcement mechanism orremedy in the transaction documents that may be exercised by investors (or theirrepresentatives).

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLCTable 1No. Benchmark TransactionRepresentations and warranties1 The Issuer represents and w arrants on the Closing Date(w hich representations and w arranties shall (except asotherw ise provided) survive the execution of this Indentureand be deemed to be repeated on each date on w hichCollateral is Delivered as if made at and as of that time.The Issuer hereby represents and w arrants that, asof the Closing Date (w hich representations andw arranties shall survive the execution of thisIndenture and be deemed to be repeated on each dateon w hich an Asset is Granted to the Trusteehereunder), w ith respect to the AssetsThe Issuer hereby represents and w arrants that, asof the Closing Date (w hich representations andw arranties shall survive the execution of thisIndenture and be deemed to be repeated on each dateon w hich an Asset is Granted to the Trusteehereunder), w ith respect to Assets that constituteInstrumentsThe Issuer hereby represents and w arrants that, asof the Closing Date (w hich representations andw arranties shall survive the execution of thisIndenture and be deemed to be repeated on each dateon w hich an Asset is Granted to the Trusteehereunder), w ith respect to the Assets that constituteSecurity EntitlementsThe Issuer hereby represents and w arrants that, asof the Closing Date (w hich representations andw arranties shall survive the execution of thisIndenture and be deemed to be repeated on each dateon w hich an Asset is Granted to the Trusteehereunder), w ith respect to Assets that constitutegeneral intangibles2 This Indenture creates a valid and continuing security interest(as defined in the applicable Uniform Commercial Code) in theCollateral in favor of the Trustee for the benefit of theSecured Parties, w hich security interest is prior to all otherliens, claims and encumbrances and is enforceable as suchas against creditors of and purchasers from the Issuer.3 The Issuer ow ns the Collateral free and clear of any lien,claim or encumbrance of any Person, other than the securityinterests created under or permitted by this Indenture.4 The Issuer has received all consents and approvals requiredby the terms of any item of Collateral to the transfer to theTrustee of its interest and rights in the Collateral hereunder.5 All Collateral other than the Accounts has been credited toone or more Accounts, other than any “general intangibles”w ithin the meaning of the applicable Uniform CommercialThis Indenture creates a valid and continuing securityinterest (as defined in Section 1-201(37) of the UCC)in such Assets in favor of the Trustee, for the benefitand security of the Secured Parties, w hich securityinterest is prior to all other liens, claims andencumbrances (except as permitted otherw ise in thisIndenture), and is enforceable as such againstcreditors of and purchasers from the Issuer.The Issuer ow ns such Asset free and clear of anylien, claim or encumbrance of any person, other thansuch as are created under, or permitted by, thisIndenture.The Issuer has received all consents and approvalsrequired by the terms of the Assets to the pledgehereunder to the Trustee of its interest and rights inthe Assets.All of such Assets have been and w ill have beencredited to one of the Accounts w hich are securitiesaccounts w ithin the meaning of Section 8-501(a) ofCopyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 2

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLCCode, any instruments evidencing debt underlying aparticipation and Synthetic Security Collateral.6 The Intermediary for each Account has agreed to treat allassets credited to each Account as “financial assets” w ithinthe meaning of the applicable Uniform Commercial Code.7 The Issuer has taken all steps necessary to cause theIntermediary to identify in its records the Trustee as theperson having the security entitlement against theIntermediary in each of the Accounts.8 The Accounts are not in the name of any person other thanthe Issuer or the Trustee.9 The Issuer has not consented for the Intermediary of anyAccount to comply w ith entitlement orders of any personother than the Trustee.10 None of the promissory notes that constitute or evidence theCollateral has any marks or notations indicating that they havebeen pledged, assigned or otherw ise conveyed to anyPerson other than to the Trustee.11 The Issuer has caused or w ill have caused, w ithin ten daysof the Closing Date, the filing of all appropriate FinancingStatements in the proper filing offices in the appropriatejurisdictions under applicable law in order to perfect thesecurity interest in the Collateral Granted to the Trusteehereunder.the UCC.The Custodian for each Account has agreed to treatall assets credited to such Accounts as “financialassets” w ithin the meaning of Section 8-102(a)(9) theUCC.The Issuer has taken all steps necessary to causethe Custodian to identify in its records the Trustee asthe person having a security entitlement against theCustodian in each of the Accounts.The Accounts are not in the name of any personother than the Issuer or the Trustee.Issuer has not consented to the Custodian to complyw ith the entitlement order of any person other thanthe Trustee (and the Issuer prior to a notice ofexclusive control being provided by the Trustee).None of the Instruments that constitute or evidencethe Assets has any marks or notations indicating thatthey have been pledged, assigned or otherw iseconveyed to any Person other than the Trustee, forthe benefit of the Secured Parties.The Issuer has caused or shall have caused, w ithinten days of the Closing Date, the filing of allappropriate Financing Statements in the proper officein the appropriate jurisdictions under applicable law inorder to perfect the security interest in theInstruments granted to the Trustee, for the benefit andsecurity of the Secured Parties, hereunderThe Issuer has caused or shall have caused, w ithinten days of the Closing Date, the filing of allappropriate Financing Statements in the proper filingoffice in the appropriate jurisdictions under applicablelaw in order to perfect the security interest in theAssets granted to the Trustee, for the benefit andsecurity of the Secured Parties, hereunder.The Issuer has caused or shall have caused, w ithinten days of the Closing Date, the filing of allappropriate Financing Statements in the proper officein the appropriate jurisdictions under applicable law inorder to perfect the security interest granted to theTrustee, for the benefit and security of the SecuredParties, hereunder12 Other than as expressly permitted under this Indenture, theIssuer has not pledged, assigned, sold, granted a securityinterest in, or otherw ise conveyed any of the Collateral.Other than the security interest Granted to theTrustee pursuant to this Indenture, except aspermitted by this Indenture, the Issuer has notpledged, assigned, sold, granted a security interest in,or otherw ise conveyed any of the Assets.Copyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 3

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLC13 The Issuer has not authorized the filing of and is not aw are ofany Financing Statements against the Issuer other than anyFinancing Statement relating to the security interest granted tothe Trustee under this Indenture and any FinancingStatements that w ere terminated on or before the ClosingDate.14 The Issuer is not aw are of any judgment, tax lien filing orPension Benefit Guaranty Corporation lien filing against theIssuer.The Issuer has not authorized the filing of and is notaw are of any Financing Statements against the Issuerthat include a description of collateral covering theAssets other than any Financing Statement relating tothe security interest granted to the Trustee hereunderor that has been terminatedThe Issuer is not aw are of any judgment, PBGC liensor tax lien filings against the Issuer.15 Not included in the Benchmark. All Assets constitute Cash, accounts (as defined inSection 9-102(a)(2) of the UCC), Instruments, generalintangibles (as defined in Section 9-102(a)(42) of theUCC), uncertificated securities (as defined in Section8-102(a)(18) of the UCC), Certificated Securities orsecurity entitlements to financial assets resulting fromthe crediting of financial assets to a “securitiesaccount” (as defined in Section 8-501(a) of the UCC).16 Not included in the Benchmark. All Accounts constitute “securities accounts” underSection 8-501(a) of the UCC.17 Not included in the Benchmark. All original executed copies of each promissory noteor mortgage note that constitutes or evidences theInstruments have been delivered to the Trustee or theIssuer has received w ritten acknow ledgement from acustodian that such custodian is holding the mortgagenotes or promissory notes that constitute evidence ofthe Instruments solely on behalf of the Trustee andfor the benefit of the Secured Parties18 Not included in the Benchmark. The Issuer has delivered to the Trustee a fullyexecuted Securities Account Control Agreementpursuant to w hich the Custodian has agreed tocomply w ith all instructions originated by the Trusteerelating to the Accounts w ithout further consent bythe Issuer19 Not included in the Benchmark. The Co-Issuers agree to notify the Rating Agenciespromptly if they become aw are of the breach of anyof the representations and w arranties contained inthis Section 7.19.Copyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 4

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLCEnforcement mechanism(s)20 Except as otherw ise provided in this Section #, a default inthe performance, or breach, of any other covenant, w arrantyor other agreement of the Issuer or the Co-Issuer in thisIndenture (other than the failure to meet the Portfolio ProfileTest, the Collateral Quality Test and the Coverage Tests), orthe failure of any representation or w arranty of the Issuer orthe Co-Issuer made in this Indenture or in any certificate orother w riting delivered pursuant hereto or in connectionherew ith to be correct in any material respect w hen the sameshall have been made, and the continuation of such default,breach or failure for a period of 45 days after notice thereofshall have been given by registered or certified mail orovernight courier to the Co-Issuers and the CollateralManager by the Trustee, or to the Applicable Issuer, theCollateral Manager and the Trustee by a Majority of theControlling Class, specifying such default, breach or failureand requiring it to be remedied and stating that such notice isa “Notice of Default” hereunder.“Controlling Class”: The Class A Notes, so long as any ClassA Notes are Outstanding, then the Class B Notes, so long asany Class B Notes are Outstanding, then the Class C Notes,so long as any Class C Notes are Outstanding,…, and thenthe Income Notes / Preference Shares.Except as otherw ise provided in this Section 5.1(Events of Default), a default, in a material respect (asdetermined by a Majority of the Controlling Class), inthe performance, or breach, in a material respect (asdetermined by a Majority of the Controlling Class), ofany other covenant or other agreement of the Issueror the Co-Issuer in this Indenture (it being understood,w ithout limiting the generality of the foregoing, thatany failure to meet any Concentration Limitation,Collateral Quality Test or Coverage Test is not anEvent of Default except to the extent provided inclause (g) below ), or the failure of any representationor w arranty of the Issuer or the Co-Issuer made inthis Indenture or in any certificate or other w ritingdelivered pursuant hereto or in connection herew ithto be correct in all material respects w hen the sameshall have been made, and the continuation of suchdefault, breach or failure for a period of 30 days afternotice to the Applicable Issuers and the PortfolioManager by registered or certified mail or overnightcourier, by the Trustee, or to the Applicable Issuers,the Portfolio Manager and the Trustee by a Majority ofthe Controlling Class, specifying such default, breachor failure and requiring it to be remedied and statingthat such notice is a “Notice of Default” hereunder;“Controlling Class”: The Class A Notes, so long as anyClass A Note is Outstanding; then the Class B Notes,if there are no Class A Notes Outstanding; then theClass C Notes, if there are no Senior NotesOutstanding; then the Class D Notes, if there are noSenior Notes or Class C Notes Outstanding; then theClass E Notes, if there are no Co-Issued NotesOutstanding; and then the Subordinated Notes, ifthere are no Secured Notes Outstanding. [For theavoidance of doubt, the Class X Notes shall not be theControlling Class.]21 If an Event of Default occurs and is continuing (other than anEvent of Default specified in Section # or # [reference tovoluntary and involuntary bankruptcy proceedings]), theTrustee may, and shall upon direction of a Majority of theControlling Class, declare the principal of all the Notes to beimmediately due and payable, and upon any such declarationsuch principal, together w ith all accrued and unpaid interest(if any) thereon and other amounts payable hereunder, shallbecome immediately due and payable.If an Event of Default occurs and is continuing (otherthan an Event of Default specified in Section 5.1(e) or(f) (Events of Default)), the Trustee may, and shall,upon the w ritten direction of a Majority of theControlling Class, by notice to the Co-Issuers andeach Rating Agency, declare the principal of all theSecured Notes to be immediately due and payable,and upon any such declaration such principal,together w ith all accrued and unpaid interest thereon,and other amounts payable hereunder, shall becomeimmediately due and payable. If an Event of Defaultspecified in Section 5.1(e) or (f) (Events of Default)occurs, all unpaid principal, together w ith all accruedand unpaid interest thereon, of all the Secured Notes,and other amounts payable hereunder, shallautomatically become due and payable w ithout anydeclaration or other act on the part of the Trustee orany Holder.Copyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 5

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLC22 If an Event of Default as described in Section # [referenceincludes breach of representations or w arranties] hereofshall have occurred and be continuing the Trustee may, andat the direction of the Holders of not less than 25% of theAggregate Outstanding Amount of the Notes of the ControllingClass shall (subject to Section #), institute a Proceeding solelyto compel performance of the covenant or agreement or tocure the representation or w arranty, the breach of w hichgave rise to the Event of Default under such Section, andenforce any equitable decree or order arising from suchProceeding.23 If an Event of Default shall have occurred and be continuing,the Trustee shall not sell or liquidate the Collateral, shallcollect and cause the collection of the proceeds thereof andmake and shall apply all payments and deposits and maintainall accounts in respect of the Collateral and the Notes inaccordance w ith the Priority of Payments and the provisionsof Article # [reference to accounts], Article # [reference topurchase and sale guidelines] and Article # [reference tosubordination provisions] unless: (i)the Trustee determinesthat the anticipated proceeds of a sale or liquidation of theCollateral (after deducting the reasonable expenses of suchsale or liquidation) w ould be sufficient to discharge in full theamounts then due and unpaid on the Rated Notes for principaland interest (including Deferred Interest), the Hedge PaymentAmount, unpaid Administrative Expenses (including amountsdue and payable to the Collateral Manager under the CollateralManagement Agreement other than Collateral ManagementFees), the Collateral Management Fee (unless approvedotherw ise by the Collateral Manager) and a Majority of theControlling Class agrees w ith such determination; or (ii)aMajority of the Notes of each Class direct the sale andliquidation of the Collateral.If an Event of Default as described in Section 5.1(d)(Events of Default) hereof shall have occurred and becontinuing the Trustee may, and at the direction of theHolders of not less than 25% of the AggregateOutstanding Amount of the Controlling Class shall,institute a Proceeding solely to compel performance ofthe covenant or agreement or to cure therepresentation or w arranty, the breach of w hichgave rise to the Event of Default under such Section,and enforce any equitable decree or order arisingfrom such Proceeding.Notw ithstanding anything to the contrary herein, if anEvent of Default shall have occurred and becontinuing, the Trustee shall retain the Assetssecuring the Secured Notes intact, collect and causethe collection of the proceeds thereof and make andapply all payments and deposits and maintain allaccounts in respect of the Assets and the Notes inaccordance w ith the Priority of Payments and theprovisions of Article 10 and Article 12 unless:(i) the Trustee, in consultation w ith the PortfolioManager, determines that theanticipated proceeds of a sale orliquidation of the Assets (afterdeducting the reasonable expenses ofsuch sale or liquidation) w ould besufficient to discharge in full theamounts then due (or, in the case ofinterest, accrued) and unpaid on theSecured Notes for principal and interest(including Deferred Interest), and allamounts payable prior to payment ofprincipal on such Notes (includingamounts payable to any HedgeCounterparty upon liquidation of theAssets and all AdministrativeExpenses)(ii) if an Event of Default described in Section5.1(a) or Section 5.1(g) has occurredand is continuing, the holders of [662/3%] of the Aggregate OutstandingAmount of the Controlling Class(w ithout consent of any other Class ofNotes), in each case, direct, subject tothe provisions of this Indenture and incompliance w ith applicable law , suchsale and liquidation;(iii) if an Event of Default described in Section5.1(b), (c), (d), (e) or (f) has occurredand is continuing, the Holders of at least[66 2/3]% of the Aggregate OutstandingAmount of each Class of SecuredNotes (voting separately by Class)direct, subject to the provisions of thisIndenture and in compliance w ithapplicable law , such sale and liquidationof the Assets; orCopyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 6

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLC(iv) if all of the Secured Notes have been repaidin full, the Holders of at least [66 2/3]%of the Initial Principal Amount of theSubordinated Notes, subject to theprovisions of this indenture and incompliance w ith applicable law , directsuch sale and liquidation.The Trustee shall give w ritten notice of the retentionof the Assets to the Issuer w ith a copy to the Co-Issuer and the Portfolio Manager. So long as suchEvent of Default is continuing, any such retentionpursuant to this Section 5.5(a) (Optional Preservationof Assets) may be rescinded at any time w hen theconditions specified in clause (i), (ii), (iii) or (iv) existTable 2No. Benchmark TransactionRepresentations and warranties24 Collateral Manager hereby represents and w arrants to theIssuer as follow s:25 The Collateral Manager is a [ limited liabilitycompany/partnership / etc.] duly organized, validly existingand in good standing under the law s of [jurisdiction], hasfull pow er and authority to ow n its assets and to transactthe business in w hich it is currently engaged, and is dulyqualified to do business and is in good standing under thelaw s of each jurisdiction w here the performance of thisAgreement w ould require such qualification, except forthose jurisdictions in w hich the failure to be so qualified,authorized or licensed w ould not have a material adverseeffect on the ability of the Collateral Manager to perform itsobligations under this Agreement and the provisions of theIndenture applicable to the Collateral Manager, or on thevalidity or enforceability of this Agreement and theprovisions of the Indenture applicable to the CollateralManager.26 The Collateral Manager has full pow er and authority toexecute and deliver this Agreement and to perform all ofits obligations hereunder and under the provisions of theIndenture applicable to the Collateral Manager, and hastaken all necessary action to authorize this Agreement andthe execution and delivery of this Agreement and theperformance of all obligations required hereunder andunder the terms of the Indenture applicable to the CollateralManager.The Portfolio Manager hereby represents and w arrantsto the Issuer as follow sThe Portfolio Manager is a limited partnership duly formedand validly existing and in good standing under the law sof the State of Delaw are and has full pow er andauthority to ow n its assets and to transact the businessin w hich it is currently engaged and is duly qualified andin good standing under the law s of each jurisdictionw here its ow nership or lease of property or the conductof its business requires, or the performance of thisAgreement w ould require such qualification, except forthose jurisdictions in w hich the failure to be so qualified,authorized or licensed w ould not have a materialadverse effect on the business, operations, assets orfinancial condition of the Portfolio Manager or on theability of the Portfolio Manager to perform in any materialrespect its obligations under, or on the validity orenforceability of, this Agreement and the provisions ofthe Indenture applicable to the Portfolio Manager; and thePortfolio Manager relies on the registration of UrsaMineCredit Advisors LLC as an investment adviser under theInvestment Advisers Act and conducts its operations asif it w ere so registered.The Portfolio Manager has the necessary pow er andauthority to execute, deliver and perform this Agreementand all obligations required hereunder and under theprovisions of the Indenture applicable to the PortfolioManager, and has taken all necessary action toauthorize this Agreement on the terms and conditionshereof and the execution, delivery and performance ofthis Agreement and all obligations required hereunderand under the terms of the Indenture applicable to thePortfolio Manager.Copyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 7

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLC27 No consent of any other Person, including, w ithoutlimitation, members and creditors of the Collateral Manager,and no license, permit, approval or authorization of,exemption by, notice or report to, or registration, filing ordeclaration w ith, any governmental authority is required bythe Collateral Manager or any Affiliate thereof inconnection w ith this Agreement or the execution, delivery,performance, validity or enforceability of this Agreementor the obligations imposed on the Collateral Managerhereunder or under the terms of the Indenture applicableto the Collateral Manager other than those w hich havebeen obtained or made.28 This Agreement has been, and each instrument anddocument to w hich the Collateral Manager is a partyrequired hereunder or under the terms of the Indenture w illbe, executed and delivered by a duly authorized officer ofthe Collateral Manager, and this Agreement constitutes,and each instrument and document to w hich the CollateralManager is a party required hereunder or under the termsof the Indenture w hen executed and delivered by theCollateral Manager hereunder or under the terms of theIndenture w ill constitute, the valid and legally bindingobligations of the Collateral Manager enforceable againstthe Collateral Manager in accordance w ith its terms,subject, as to enforcement, (A) to the effect ofbankruptcy, insolvency, w inding-up or similar law saffecting generally the enforcement of creditors‟ rights assuch law s w ould apply in the event of any bankruptcy,receivership, insolvency, w inding-up or similar eventapplicable to the Collateral Manager and (B) to generalequitable principles (w hether enforceability of suchprinciples is considered in a proceeding at law or inequity).29 The execution, delivery and performance of thisAgreement and the terms of the Indenture applicable to theCollateral Manager w ill not violate any provision of anyexisting law or regulation binding on the CollateralManager, or any order, judgment, aw ard or decree of anycourt, arbitrator or governmental authority binding on theCollateral Manager, or the Organizational Instruments of, orany securities issued by, the Collateral Manager or of anymortgage, indenture, lease, contract or other agreement,instrument or undertaking to w hich the Collateral Manageris a party or by w hich the Collateral Manager or any of itsassets may be bound, the violation of w hich w ould have amaterial adverse effect on the business, operations,assets or financial condition of the Collateral Manager orw hich w ould reasonably be expected to adversely affectin a material manner its ability to perform its obligationshereunder and under the Indenture.No consent of any other Person, including, w ithoutlimitation, creditors of the Portfolio Manager, and nolicense, permit, approval or authorization of, exemptionby, notice or report to, or registration, filing or declarationw ith, any governmental authority is required by thePortfolio Manager in connection w ith this Agreement orthe execution, delivery, performance, validity orenforceability of this Agreement or the obligationsrequired hereunder or under the terms of the Indentureapplicable to the Portfolio Manager, other than thosew hich have been obtained or made, except w here thefailure to obtain or make the same could not reasonablybe expected to have a material adverse effect on theability of the Portfolio Manager to perform in any materialrespect its obligations under, or on the validity orenforceability of, this Agreement and the provisions ofthe Indenture applicable to the Portfolio Manager.This Agreement has been, and each instrument anddocument required hereunder or under the terms of theIndenture shall be, executed and delivered by a dulyAuthorized Officer of the Portfolio Manager, and thisAgreement constitutes, and each instrument anddocument required hereunder or under the terms of theIndenture w hen executed and delivered by the PortfolioManager hereunder or under the terms of the Indentureshall constitute, the valid and legally binding obligation ofthe Portfolio Manager enforceable against the PortfolioManager in accordance w ith its terms, subject to (A) theeffect of bankruptcy, insolvency or similar law saffecting generally the enforcement of creditors‟ rights,and (B) general equitable principles (w hetherenforceability of such principles is considered in aproceeding at law or in equity).The execution, delivery and performance of thisAgreement and the terms of the Indenture applicable tothe Portfolio Manager and the documents andinstruments required hereunder or under the terms of theIndenture shall not violate any provision of any existinglaw or regulation binding on the Portfolio Manager, or anyorder, judgment, aw ard or decree of any court, arbitratoror governmental authority binding on the PortfolioManager, or the Governing Instruments of, or anysecurities issued by the Portfolio Manager or of anymortgage, indenture, lease, contract or other agreement,instrument or undertaking to w hich the Portfolio Manageris a party or by w hich the Portfolio Manager or any of itsassets may be bound, the violation of w hich w ould havea material adverse effect on the business, operations,assets or financial condition of the Portfolio Manager oron its ability to perform in any material respect itsobligations under this Agreement, and shall not result inCopyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 8

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLCor require the creation or imposition of any lien on any ofits property, assets or revenues pursuant to theprovisions of any such mortgage, indenture, lease,contract or other agreement, instrument or undertaking,the existence of w hich w ould have a material adverseeffect on the business, operations, assets or financialcondition of the Portfolio Manager or its ability to performits obligations under this Agreement.30 There is no charge, investigation, action, suit orproceeding before or by any court pending or, to the bestknow ledge of the Collateral Manager, threatened, that, ifdetermined adversely to the Collateral Manager, w ouldhave a material adverse effect upon the business,operations, assets or financial condition of the CollateralManager, or upon the performance by the CollateralManager of its duties under, or on the validity orenforceability of, this Agreement and the provisions of theIndenture applicable to the Collateral Manager.31 The Collateral Manager is not in violation of itsOrganizational Instruments or in breach or violation of or indefault under any contract or agreement to w hich it is aparty or by w hich it or any of its property may be bound,or any applicable statute or any rule, regulation or order ofany court, government agency or body having jurisdictionover the Collateral Manager or its properties, the breach orviolation of w hich or default under w hich w ould have amaterial adverse effect on the validity or enforceability ofthis Agreement or the Indenture or the performance by theCollateral Manager of its duties hereunder or thereunder.32 True and complete copies of the Collateral Manager‟sOrganizational Instruments have been delivered to theIssuer.33 The Collateral Manager Information, as of its date, and onlyw ith respect to the Collateral Manager Offering CircularInformation in the Final Offering Circular, as of the ClosingDate, does not and w ill not contain any untrue statementof a material fact or omit to state any material factnecessary in order to make the statements therein, in thelight of the circumstances under w hich they w ere made,not misleading.There is no charge, investigation, action, suit orproceeding before or by any court pending or, to thebest know ledge of the Portfolio Manager, threatenedthat, if determined adversely to the Portfolio Manager,w ould have a material adverse effect upon theperformance by the Portfolio Manager of its duties under,or on the validity or enforceability of, this Agreement andthe provisions of the Indenture applicable to the PortfolioManager hereunder.The Portfolio Manager is not in violation of its GoverningInstruments or in breach or violation of or in defaultunder any contract or agreement to w hich it is a party orby w hich it or any of its property may be bound, or anyapplicable statute or any rule, regulation or order of anycourt, government agency or body having jurisdictionover the Portfolio Manager or its properties, the breachor violation of w hich or default under w hich w ould havea material adverse effect on the validity or enforceabilityof this Agreement or the provisions of the Indentureapplicable to the Portfolio Manager, or the performanceby the Portfolio Manager of its duties hereunder orthereunderNot included in the Transaction.The Manager Information contained in the OfferingCircular, as of its date and as of the Closing Date, doesnot contain any untrue statement of a material fact anddoes not omit to state any material fact necessary inorder to make the statements therein, in light of thecircumstances under w hich they w ere made, notmisleading34 Not included in the Benchmark. Neither the Portfolio Manager nor any of its Affiliateshas, or w ill establish or maintain, any arrangements orrelationships w ith any broker, broker-dealer, othersecurities intermediary or third-party pursuant to w hichthe Portfolio Manager or any of its Affiliates is or maybecome entitled to receive any portion of thecommissions or fees paid to such Persons by the Issuer(or paid by another party on behalf of the Issuer) inconnection w ith the acquisition or sale of any Asset onbehalf of the Issuer, other than those Persons,Copyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 9

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLCarrangements and relationships w hich have beendisclosed in w riting to the Issuer on or prior to the datehereof (or w ill, prior to any establishment or maintenancethereof after the date hereof, be disclosed in w riting tothe Issuer).Copyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 10

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLCEnforcement mechanism(s)35 The Collateral Manager may be removed for Cause upon## days‟ prior w ritten notice by the Issuer at the directionof either (i) a Majority of the Income Notes w ith the priorw ritten consent of a Majority of the Controlling Classw hich consent w ill not be unreasonably w ithheld, or (ii) atthe direction of a Majority of the Controlling Class; providedthat, as long as any of the Notes are Outstanding, noticeof such removal w ill have been given to the Holders ofeach Class of Notes.For purposes of determining “Cause” w ith respect toremoval of the Collateral Manager by the Issuer, such termshall mean any one of the follow ing events…The failure of any representation, w arranty, certificationor statement made or delivered by the Collateral Managerin or pursuant to this Agreement or the Indenture to becorrect in any material respect w hen made w hich failure(A) could reasonably be expected to have a materialadverse effect on the Holders of any Class of Notes and(B) is not corrected by the Collateral Manager w ithin 30days of a Responsible Officer of the Collateral Managerbecoming aw are of, or its receipt of notice from the Issueror the Trustee of, such failure;The Portfolio Manager may be removed for Cause upon10 days‟ prior w ritten notice by the Issuer to the PortfolioManager and the Trustee, acting upon direction (uponw hich direction the Issuer and the Trustee mayconclusively rely) of either (i) a Majority of the InitialPrincipal Amount of the Subordinated Notes, disregardingPortfolio Manager Notes, or (ii) a Supermajority of theAggregate Outstanding Amount of the Controlling Class,disregarding Portfolio Manager Notes (or, if theControlling Class is comprised entirely of PortfolioManager Notes, a Supermajority of the AggregateOutstanding Amount of the most senior Class of Notesthat is not comprised entirely of Portfolio ManagerNotes); provided, that, in each case, such removal w illbecome effective on the date upon w hich theappointment of an Eligible Successor is effective inaccordance w ith Section 9.05The occurrence at any time of any of the follow ingevents constitutes “Cause”:(i) the Portfolio Manager w illfully violates orbreaches any material provision of thisAgreement or the Indenture applicable to it(not including a w illful breach that resultsfrom a good faith dispute regardinginterpretation of provisions of thisAgreement, the Indenture, the CollateralAdministration Agreement, or any othertransaction document unless such breachhas had, or could reasonably be expectedto have, a material adverse effect on theAssets, the Issuer, the Co-Issuer or theHolders of any Class of Notes or on theamounts available on any Payment Date,Redemption Date or the Stated Maturity forpayments and distributions to be madethereon);(ii) the Portfolio Manager breaches any provisionof this Agreement or the Indentureapplicable to it (except (x) as specified inclause (i) above, and (y) for any suchbreach that has not had, and could notreasonably be expected to have, amaterial adverse effect on the Assets, theIssuer, the Co-Issuer or the holders of anyClass of Notes or on the amounts availableon any Payment Date, Redemption Date orthe Stated Maturity for payments anddistributions to be made thereon), it beingunderstood that failure to meet anyCoverage Test, Concentration Limitation, orCollateral Quality Test shall not constitutesuch a breach, and (A) fails to cure suchbreach w ithin thirty (30) days after anAuthorized Officer of the PortfolioCopyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 11

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLCManager has actual know ledge of, orreceives notice from the Trustee or theIssuer of, such breach, or (B) if suchbreach is capable of cure, but is notcapable of cure w ithin thirty (30) days, thePortfolio Manager fails to cure suchbreach w ithin the period in w hich areasonably diligent Person could curesuch breach, w hich period shall not, inany case, exceed forty-five (45) days;(iii)the failure of anyrepresentation, w arranty, certification orstatement made or delivered by thePortfolio Manager in or pursuant to thisAgreement or the Indenture to be correctin any material respect w hen made w hichfailure (A) could reasonably be expectedto have a material adverse effect on theHolders of any Class of Notes, and (B) isnot cured by the Portfolio Manager w ithinthirty (30) days of its obtaining actualknow ledge of, or its receipt of notice of,such failure;(iv) the PortfolioManager is w ound up or dissolved orthere is appointed over it or a substantialportion of its assets a receiver,administrator, administrative receiver,trustee or similar officer; or the PortfolioManager (A) ceases to be able to, oradmits in w riting its inability to, pay itsdebts as they become due and payable ormakes a general assignment for thebenefit of, or enters into any compositionor arrangement w ith, its creditorsgenerally; (B) applies for or consents (byadmission of material allegations of apetition or otherw ise) to the appointment ofa receiver, trustee, assignee, custodian,liquidator or sequestrator (or other similarofficial) of the Portfolio Manager or of anysubstantial part of its properties or assetsor authorizes such an application orconsent or proceedings seeking suchappointment are commenced w ithout suchauthorization, consent or applicationagainst the Portfolio Manager and continueundismissed for sixty (60) days or anysuch appointment is ordered by a court orregulatory body having jurisdiction overthe Portfolio Manager; (C) authorizes orfiles a voluntary petition in bankruptcy orapplies for or consents (by admission ofmaterial allegations of a petition orotherw ise) to the application of anybankruptcy, reorganization, arrangement,readjustment of debt, insolvency,dissolution or similar proceedings, orCopyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 12

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLC(v)authorizes such application or consent orproceedings to such end are institutedagainst the Portfolio Manager w ithout suchauthorization, application or consent andremain undismissed for sixty (60) days orresult in adjudication of bankruptcy orinsolvency or the entry of an order forrelief or the making of an order for itsw inding-up or liquidation; (D) permits orsuffers all or substantially all of itsproperties or assets to be sequestered orattached by court order and the orderremains undismissed for sixty (60) days;or (E) causes or is subject to any eventw ith respect to it w hich, under theapplicable law s of any jurisdiction, has ananalogous effect to any of the eventsspecified in clauses (A) through (D); or(A) the occurrenceof an act by the Portfolio Manager thatconstitutes fraud or criminal activity in theperformance of its obligations under thisAgreement or the Portfolio Manager beingindicted for a criminal felony offensematerially related to its asset managementbusiness or (B) any officer of the PortfolioManager having responsibility for themanagement of the Assets being indictedfor a criminal felony offense materiallyrelated to the Portfolio Manager‟s assetmanagement business, in the event thatsuch officer has not been removed fromhaving responsibility for the managementof the Issuer‟s assets w ithin seven (7)days of the date that an AuthorizedOfficer of the Portfolio Manager obtainsactual know ledge of such indictment.The language in Standard & Poor‟s Ratings Services‟ 17g-7 Benchmark reflects representations, w arranties and enforcementmechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In order tomake the benchmarks generic, w e made the follow ing modifications. Specific article or section numbers have been replaced by anumber symbol (Example: „Section 5‟ now reads as „Section #‟). Proper nouns have been replaced w ith the bracketed name of therole the entity plays in the transaction (Example: „ABC Corp‟ now reads as [Seller]). Numbers or amounts specific to a deal havebeen replaced w ith a number symbol (Example: „more than 30%‟ now reads as „more than #%‟). Non-numerical characteristicshave been replaced by a generic description (Example: „financing of agricultural and construction equipment‟ now reads as„financing of [type of] equipment‟).This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legaladvice.Copyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 13

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: Gallatin IV CLO 2012-1 Ltd./Gallatin IVCLO 2012-1 LLCDisclaimerCopyright © 2012 by Standard & Poor‟s Financial Services LLC. All rights reserved.No content (including ratings, credit-related analyses and data, model, softw are or other application or output therefrom)or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means,or stored in a database or retrieval system, w ithout the prior w ritten permission of Standard & Poor‟s Financial ServicesLLC or its affiliates (collectively, S&P). The Content shall not be used for any unlaw ful or unauthorized purposes. S&Pand any third-party providers, as w ell as their directors, officers, shareholders, employees or agents (collectively S&PParties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are notresponsible for any errors or omissions (negligent or otherw ise), regardless of the cause, for the results obtained fromthe use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an“as is” basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOTLIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOMFROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT‟S FUNCTIONING WILL BE UNINTERRUPTED ORTHAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&PParties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special orconsequential damages, costs, expenses, legal fees, or losses (including, w ithout limitation, lost income or lost profitsand opportunity costs or losses caused by negligence) in connection w ith any use of the Content even if advised of thepossibility of such damages.Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of thedate they are expressed and not statements of fact. S&P‟s opinions, analyses and rating acknow ledgment decisions(described below ) are not recommendations to purchase, hold, or sell any securities or to make any investmentdecisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content follow ingpublication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment andexperience of the user, its management, employees, advisors and/or clients w hen making investment and otherbusiness decisions. S&P does not act as a fiduciary or an investment advisor except w here registered as such. WhileS&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes noduty of due diligence or independent verification of any information it receives.To the extent that regulatory authorities allow a rating agency to acknow ledge in one jurisdiction a rating issued inanother jurisdiction for certain regulatory purposes, S&P reserves the right to assign, w ithdraw or suspend suchacknow ledgement at any time and in its sole discretion. S&P Parties disclaim any duty w hatsoever arising out of theassignment, w ithdraw al or suspension of an acknow ledgment as w ell as any liability for any damage alleged to havebeen suffered on account thereof.S&P keeps certain activities of its business units separate from each other in order to preserve the independence andobjectivity of their respective activities. As a result, certain business units of S&P may have information that is notavailable to other S&P business units. S&P has established policies and procedures to maintain the confidentiality ofcertain non-public information received in connection w ith each analytical process.S&P may receive compensation for its ratings and certain analyses, normally from issuers or underw riters of securities orfrom obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses aremade available on its Web sites, w w w .standardandpoors.com (free of charge), and w w w .ratingsdirect.com andw w w .globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publicationsand third-party redistributors. Additional information about our ratings fees is available atw w w .standardandpoors.com/usratingsfees.STANDARD & POOR‟S, S&P, GLOBAL CREDIT PORTAL and RATINGSDIRECT are registered trademarks of Standard &Poor‟s Financial Services LLC.Copyright © 2012 by Standard & Poor's Rati ngs Services LLC. All rights reserved. No reprint or dissemination without S&P‟spermission. See Disclaimer on the last page. Page 14