NOTICE OF AMENDMENT OF COLLATERAL MANAGEMENT AGREEMENT AND COLLATERAL ADMINISTRATION AGREEMENT ELEVATION CLO , LTD. ELEVATION CLO , LLC

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1 Corporate Trust Services 9062 Old Annapolis Road Columbia, MD MAC: R NOTICE OF AMENDMENT OF COLLATERAL MANAGEMENT AGREEMENT AND COLLATERAL ADMINISTRATION AGREEMENT ELEVATION CLO , LTD. ELEVATION CLO , LLC July 25, 2017 To: The Parties listed on Schedule I hereto. Reference is made to (i) Indenture dated as of April 25, 2013 (as amended, modified or supplemented, the Indenture ) among Elevation CLO , Ltd. (formerly known as Arrowpoint CLO , Ltd.), as Issuer (the Issuer ), Elevation CLO , LLC (formerly known as Arrowpoint CLO , LLC), as Co-Issuer (the Co-Issuer, and together with the Issuer, the Co-Issuers ), and Wells Fargo Bank, National Association, as trustee (the Trustee ), (ii) that certain Collateral Management Agreement dated as of April 25, 2013 (the Collateral Management Agreement ) between the Issuer and 325 Fillmore LLC (formerly ArrowMark Colorado Holdings, LLC) (the "Collateral Manager"), and (iii) the Collateral Administration Agreement, dated as of April 25, 2013 (the "Collateral Administration Agreement"), between the Issuer and Wells Fargo Bank, National Association, as collateral administrator (in such capacity, the "Collateral Administrator"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. I. Notice to Nominees and Custodians If you act as or hold Notes as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice. II. Notice of Amendment of Collateral Management Agreement You are hereby notified that the Issuer wishes to amend the Collateral Management Agreement, pursuant to Section 18 of the Collateral Management Agreement. A copy of the proposed amendment (the CMA Amendment ) is attached hereto as Annex A. II. Notice of Amendment of Collateral Administration Agreement You are hereby notified that the Issuer wishes to amend the Collateral Administration Agreement, pursuant to Section 12 of the Collateral Administration Agreement. A copy of the proposed amendment (the CAA Amendment ) is attached hereto as Annex B. Page 1 of 6

2 THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS OF THE NOTES IN RESPECT OF THE AMENDMENTS AND MAKES NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE AMENDMENT. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR. All questions should be directed to the attention of Maire Farrell by telephone at (410) , by at by facsimile at (866) , or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Maire Farrell, MAC R , 9062 Old Annapolis, Columbia, MD The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee does not make recommendations or give investment advice herein or as to the Notes generally. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Administrator Page 2 of 6

3 Schedule I Addressees Holders of Notes: Notes Class A-1-R Notes Class A-2-R Notes Class B-R Notes Class C-R Notes Class D-R Notes Subordinated Notes CUSIP* Rule 144A AJ AK AL AM TAE TAF TAC2 CUSIP* Reg S G05091AE6 G05091AF3 G05091AG1 G05091AH9 G05568AC7 G05568AB9 Issuer: Elevation CLO , Ltd. c/o Intertrust SPV (Cayman) Limited 190 Elgin Avenue George Town, Grand Cayman KY Cayman Islands Co-Issuer: Elevation CLO , LLC. c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi Collateral Manager: 325 Fillmore LLC (formerly ArrowMark Colorado Holdings, LLC) 100 Fillmore Street, Suite 325 Denver, Colorado Rating Agencies: S&P Global Ratings, an S&P Global business cdo_surveillance@spglobal.com Fitch Ratings, Inc. cdo.surveillance@fitchratings.com The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders. Page 3 of 6

4 Collateral Administrator/Information Agent: Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland Irish Stock Exchange: 28 Anglesea Street Dublin 2, Ireland Irish Listing Agent Walkers Listing & Support Services Limited The Anchorage Sir John Rogerson s Quay Dublin 2, Ireland Page 4 of 6

5 ANNEX A PROPOSED AMENDMENT TO THE COLLATERAL MANAGEMENT AGREEMENT Page 5 of 6

6 Subject to amendment and completion, draft dated July 24, 2017 AMENDMENT TO COLLATERAL MANAGEMENT AGREEMENT This Amendment to the Collateral Management Agreement (this "Amendment"), dated as of [_], 2017, is entered into by and between Elevation CLO , Ltd. (f/k/a Arrowpoint CLO , Ltd.) (the "Issuer") and 325 Fillmore LLC (formerly ArrowMark Colorado Holdings LLC) (the "Collateral Manager"). Reference is hereby made to the Collateral Management Agreement, dated as of April 25, 2013 (as amended or modified from time to time, the "Collateral Management Agreement"), between the Issuer and the Collateral Manager. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Collateral Management Agreement. WHEREAS, the parties hereto are parties to the Collateral Management Agreement; WHEREAS, the parties hereto desire to amend the terms of the Collateral Management Agreement as provided for herein pursuant to Section 18 of the Collateral Management Agreement; WHEREAS, a Majority of the Controlling Class and a Majority of the Subordinated Notes have consented to this Amendment; and WHEREAS, notice of this Amendment has been given to the Trustee and the S&P Condition has been satisfied. ACCORDINGLY, the Collateral Management Agreement is hereby amended as follows: Section 1. AMENDMENTS TO THE COLLATERAL MANAGEMENT AGREEMENT Section 15 of the Collateral Management Agreement is hereby amended by adding the following new clause (c) at the end thereof: "(c) Issuer No Petition Covenant. The Issuer hereby acknowledges and agrees that notwithstanding any other provision of this Agreement or of the Transaction Documents to the contrary, prior to the date which is one year (or if longer, any applicable preference period) plus one day after the termination of all outstanding loans and other debt obligations of the Collateral Manager that have been rated by any rating agency, it may not institute against, or join any other Person in instituting against, the Collateral Manager any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this paragraph shall preclude, or be deemed to estop the Issuer (i) from taking any action prior to the expiration of the aforementioned period in any case or proceeding voluntarily filed or commenced by the Collateral Manager or any involuntary bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding instituted by a person other than the Issuer or its affiliates and which the Issuer did not join in the institution of, or (ii) from commencing

7 against the Collateral Manager or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding." Section 2. MISCELLANEOUS. (a) The parties hereto hereby agree that, except as specifically amended herein, the Collateral Management Agreement is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Collateral Management Agreement, or constitute a waiver of any provision of any other agreement. For the avoidance of doubt, the provisions of Section 15 of the Collateral Management Agreement are incorporated by reference into this Amendment mutatis mutandis as if set forth in full herein. (b) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (c) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. [Remainder of page left intentionally blank.] 2

8 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. ELEVATION CLO , LTD., as Issuer By Name: Title:

9 325 FILLMORE LLC, as Collateral Manager By Name: Title:

10 ANNEX B PROPOSED AMENDMENT TO THE COLLATERAL ADMINISTRATION AGREEMENT Page 6 of 6

11 Subject to amendment and completion, draft dated July 24, 2017 AMENDMENT TO COLLATERAL ADMINISTRATION AGREEMENT This Amendment to the Collateral Administration Agreement (this "Amendment"), dated as of July [_], 2017, is entered into by and among Elevation CLO , Ltd. (f/k/a Arrowpoint CLO , Ltd.) (the "Issuer"), 325 Fillmore LLC (formerly ArrowMark Colorado Holdings LLC) (the "Collateral Manager") and Wells Fargo Bank, National Association (the "Collateral Administrator"). Reference is hereby made to the Collateral Administration Agreement, dated as of April 25, 2013 (as amended or modified from time to time, the "Collateral Administration Agreement"), among the Issuer, the Collateral Manager and the Collateral Administrator. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Collateral Administration Agreement. WHEREAS, the parties hereto are parties to the Collateral Administration Agreement; WHEREAS, the parties hereto desire to amend the terms of the Collateral Administration Agreement as provided for herein pursuant to Section 12 of the Collateral Administration Agreement; and WHEREAS, notice of this Amendment has been given to the Rating Agencies. ACCORDINGLY, the Collateral Administration Agreement is hereby amended as follows: Section 1. AMENDMENTS TO THE COLLATERAL ADMINISTRATION AGREEMENT Section 23 of the Collateral Administration Agreement is hereby amended by adding the following paragraph at the end thereof: Each of the Issuer and the Collateral Administrator hereby acknowledges and agrees that notwithstanding any other provision of this Agreement or of the Transaction Documents to the contrary, prior to the date which is one year (or if longer, any applicable preference period) plus one day after the termination of all outstanding loans and other debt obligations of the Collateral Manager that have been rated by any rating agency, it may not institute against, or join any other Person in instituting against, the Collateral Manager any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this paragraph shall preclude, or be deemed to estop the Issuer or the Collateral Administrator (i) from taking any action prior to the expiration of the aforementioned period in any case or proceeding voluntarily filed or commenced by the Collateral Manager or any involuntary bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding instituted by a person other than the Issuer, the Collateral Administrator or their respective affiliates and which the Issuer or the Collateral Administrator did not join in the institution of, or (ii) from commencing against the Collateral Manager or any of its properties any legal action

12 which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding." Section 2. MISCELLANEOUS. (a) The parties hereto hereby agree that, except as specifically amended herein, the Collateral Administration Agreement is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Collateral Administration Agreement, or constitute a waiver of any provision of any other agreement. (b) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (c) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. [Remainder of page left intentionally blank.] 2

13 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. ELEVATION CLO , LTD., as Issuer By Name: Title:

14 325 FILLMORE LLC, as Collateral Manager By Name: Title:

15 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Administrator By Name: Title: