EFTA01386836.pdf

RIN II •094 Alpha Group Capital LLC Summary of Principal Terms" PARTICIPANTS Issuer RIN II Ltd., an exempted company incorporated with limited liability in the Cayman Islands, as borrower under the Initial Facility and as issuer (the 'issuer") of the Preferred Shares. The Issuer will issue 250 ordinary shares for nominal consideration to a trust held for charitable purposes and will intend to issue up to $1751 million in initial Preferred Shares (of which up to [•] million will be funded initially). The Issuer has been established as a limited-purpose, bankruptcy-remote entity. See Section 10, "Transaction Structure". Co-Issuer RIN II LLC, a Delaware limited liability company, as co-issuer (the "Co-Issuer') of the Refinancing. The Co-Issuer has been formed for the sole purpose of co-issuing the Refinancing. The Co-Issuer has been established as a special purpose, bankruptcy-remote entity and will issue membership interests to the Issuer for nominal consideration. See Section 10, - Transaction Structure". Facility The Initial Facility or the Refinancing, as applicable. Initial Facility The Senior Facility and Mezzanine Facility provided pursuant to the Initial Facility Agreement to be entered into by the Issuer, the Initial Facility Lenders, the Portfolio Advisor and the Security Party that will provide the Issuer with financing to purchase Collateral Obligations before it executes a Refinancing. Initial Facility Lenders Barclays (95%), as initial majority Senior Lender and initial majority Mezzanine Lender, and Deutsche Bank (5%), as sole initial Minority Facility Lender and Minority Mezzanine Lender, under the Initial Facility (collectively, the 'nitial Facility Lenders"). Preferred Share Purchasers One or more investors not affiliated with the Portfolio Advisor or any of its affiliates, except that a portion of the Preferred Shares will be held by the Retention Holder in order to comply with (i) the Initial Facility Agreement and (ii) the US and EU Risk Retention Rules with respect to Refinancing to the extent applicable. Portfolio Advisor RREEF America L.L.C., as portfolio advisor (the "Portfolio Advisor). Security Party U.S. Bank National Association ("US Bank"). as Security Agent (the "Security Agent") for the Initial Facility Lenders under the Initial Facility and as Trustee (the 'Trustee") for the noteholders under the intended Refinancing. The Security Party will be required to be a Confidential 43 February 2018 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088720 CONFIDENTIAL SDNY_GM_00234904 EFTA01386836