herewith. The Initial Purchaser and Placement Agent and their Affiliates nun• hold Collateral Obligations or other obligations or securities of any Obligor. may deal in any such obligations or securities. may enter into credit derivatives involving reference entities or reference obligations that may in

its from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking or other business with, any Obligor. any affiliate of any Obligor or any other Person or other entity having obligations relating to any Obligor, and may act with respect to such busin

s received by the Issuer after satisfaction of such tax is the amount due to the Issuer before the imposition of any such withholding tax. 11. The Obligor is Domiciled in an Eligible Country. 12. The obligation is not a Loan that is an obligation of a debtor in possession or a trustee for a debtor in a

poses. 3. The obligation (a) has a Moody's Rating (including any estimated or confidential rating which is in respect of the full obligation of the Obligor and which is monitored) and (b) has an S&P Rating (including any confidential rating which is in respect of the full obligation of the Obligor and w

Obligations may not exceed 7.5% of the Collateral Principal Amount: (ii) The Aggregate Principal Balance of the Collateral Obligations of a single Obligor may not exceed 2 % of the Collateral Principal Amount: (iii) The Aggregate Principal Balance of the Collateral Obligations with Obligors with a Do

(vi) the fixed-charge ratio for the Obligor exceeds 125% for each of the preceding two fiscal years and for the most recent quarter, (vii) the Obligor had a net profit before tax in the past

(d) if the preceding clauses do not apply, but the Obligor has a senior secured obligation with a Moody's Assigned Rating, then: (i) if such Moody's Assigned Rating is at least "Caa3" (and, if rated "Caa3,

o clause (i) in a Tax Advantaged Jurisdiction, the jurisdiction in which, in the reasonable business judgment of the Collateral Manager, the related Obligor directly or indirectly conducts a substantial portion of its business operations and in which the assets primarily responsible for generating its re

enior Secured Loan": Any Loan that (a) is secured by a valid first priority perfected security interest or lien on specified collateral securing the Obligor's obligations under the Loan (subject to customary permitted liens, such as, but not limited to, any tax liens and also subject to any liens impose

erating trends continue. then the S&P Rating will be "CCC-": provided that the Collateral Manager must request from S&P an S&P credit rating on such Obligor within 30 days after the addition of the relevant Collateral Obligation: provided, fiirther. that Collateral Obligations constituting no more than

bligation or Reference Obligation that is a Bond or Loan, the rating determined as follows: (i) if there is an issuer credit rating of the related Obligor or its guarantor by S&P. the most current issuer credit rating for such Obligor or its guarantor (provided that if such issuer credit rating is a c

each Collateral Obligation (other than Defaulted Obligations and Deferring PIK Obligations) by the applicable Moody's Rating Factor for the related Obligor. (ii) summing the sti obtained in clause (i) for all Collateral Obligations (other than Defaulted Obligations and Deferring PIK Obligations) and

thereof as of any dale of determination, is the rating determined in accordance with the following. in the following order of priority: (a) if the Obligor has a senior unsecured obligation with an Assigned Moody's Rating, such Assigned Moody's Rating; (b) if the preceding clause does not apply, the M

enior Secured Loan": Any Loan that (a) is secured by a valid first priority perfected security interest or lien on specified collateral securing the Obligor's obligations under the Loan (subject to customary permitted liens, such as, but not limited to, any tax liens and also subject to any liens imposed

(h) if the preceding clauses do not apply, but the Obligor has a senior secured obligation with a monitored public rating from S&P (without any postscripts, asterisks or other qualifying notations. that addr

ot apply. the Moody's Obligation Rating of such Collateral Obligation; (b) with respect to a Moody's Non Senior Secured Loan or Bond: (i) if the Obligor has a senior unsecured obligation with an Assigned Moody's Rating, such rating; and (ii) if the preceding clause does not apply, the Moody's Equiv

poses. (c) The obligation (a) has a Moody's Rating (including any estimated or confidential rating which is in respect of the MI obligation of the Obligor and which is monitored) and (b) has an S&P Rating (including any confidential rating which is in respect of the full obligation of the Obligor and

(ii) is secured by a valid second priority perfected security interest or lien in, to or on specified collateral securing the Obligor's obligations under the Loan, (iii) the value of the collateral securing the Loan, together with other attributes of the Obligor (including, with

each Collateral Obligation (other than Defaulted Obligations and Deferring PIK Obligations) by the applicable Moody's Rating Factor for the related Obligor, (ii) summing the product obtained in clause (i) for all Collateral Obligations (other than Defaulted Obligations and Deferring PIK Obligations) and

curity hereof, and agrees to pay (if permitted by law) all expenses incurred in collection, including Payee's actual attorneys' fees. Maker and each Obligor agrees that fees not in excess of twenty percent (20%) of the amount then due shall be deemed reasonable. The Payee may assign any or all of the Ob