n be no assurance that the ultimate recovery on any Defaulted Obligation will be at least equal to either the minimum recovery• rate assumed by any Rating Agency in rating the Securities or any recovery rate used in connection with any analysis of the Securities that may have been prepared by the Initial Purc

14. to the Holders of the Class D Notes. all accrued and unpaid Deferred Interest with respect to the Class D Notes: 15. in the event that either Rating Agency has not confirmed in writing its rating in effect on the Closing Date on each Class of Senior Notes on or prior to the 30ih Business Day following t

rred Interest with respect to the Class D Notes. to the extent not paid pursuant to the Interest Priority of Payments: 4. in the event that either Rating Agency has not confimied in writing its rating in effect on the Closing Date on each Class of Senior Notes on or prior to the 301° Business Day after the R

to each Holder of Notes to be redeemed at such Holder's address in the register maintained by the applicable registrar under the Indenture and each Rating Agency. In addition. for so long as any Senior Notes are listed on the Irish Stock Exchange and so long as the rules of such exchange so require. a notice

e information in any monthly report prepared under the Indenture is calculated, (iv) with reasonable prior notice, any Business Day requested by any Rating Agency and (v) on the Ramp-Up End Date. Defaulted Obligations will be excluded for all purposes of calculating the Portfolio Profile Test (except as prov

tee may resign at any time upon providing 30 days' prior written notice to the Co-Issuers, the Holders of the Notes. the Collateral Manager and each Rating Agency. The Trustee may be removed at any time (i) by the Requisite Noteholders if an Event of Default has occurred and is continuing or (ii) as more fully

Manager may resign and terminate the Collateral Management Agreement upon not less than 90 days' written notice to the Issuer, the Trustee and each Rating Agency; provided, however. that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applica

satisfying any applicable Interim Target, the Collateral Manager will provide to each Rating Agency a plan as to how the Issuer will satisfy the Ramp-Up Period Criteria, and until the Collateral Manager has obtained Rating Continuation for such pl

by Standard & Poor's or Moody's or any other rating agency. The Co-Issuers will request within 20 Business Days after the Ramp-Up End Date that each Rating Agency confirm its ratings on the Senior Notes within 30 Business Days after the Ramp-Up End Date. A security rating is not a recommendation to buy, sell

in the Indenture) and (iv) with reasonable prior written notice to the Co-Issuers. the Collateral Manager and the Trustee, any Business Day that a Rating Agency requests to be a "Measurement Date"; provided that if any such date would otherwise fall on a day that is not a Business Day. the relevant Measureme

the extent not prohibited by applicable confidentiality agreements, any notices related to its restructuring or amendment will be forwarded to each Rating Agency. "Discount Obligation": Any (a) Loan purchased at a price that is less than 85% of its par value, or, if it has a Moody's Obligation Rating of at l

cy court has approved or (B) not in a bankruptcy proceeding, all prior scheduled payments have been paid in cash, (iii) for so long as Moody's is a Rating Agency in respect of any Class of Rated Notes, such Collateral Obligation has a facility rating from Moody's of either (A) at least "Caal" (and if "Caal,"

time of entry into the Hedge Agreement to which it is a party; provided that such Hedge Counterparty Credit Support satisfies the criteria of each Rating Agency at the time the Issuer enters into such Hedge Agreement and Rating Agency Confirmation is obtained. "Hedge Counterparty Ratings": With respect to a

, (c) each Determination Date, (d) the Monthly Report Determination Date, and (e) with reasonable notice, any other Business Day requested by either Rating Agency. "Memorandum and Articles": The Memorandum and Articles of Association of the Issuer, as originally executed and as supplemented, amended and resta

ment provides that it is terminable by the purchaser, without premium or penalty, in the event that the rating assigned to such agreement by either Rating Agency is at any time lower than the rating required pursuant to the terms of this Indenture to be assigned to such agreement in order to permit the purcha

ated by such entity are Outstanding. "Rating Agency Confirmation": Confirmation in writing (which may be in the form of a press release) from each Rating Agency (or the specified Rating Agency) that a proposed action or designation will not cause the then current ratings of any Class of Rated Notes to be red

rating is based on the credit of a Person other than such institution), so long as any Rated Notes are Outstanding, have a credit rating from each Rating Agency at least equal to the highest rating of any Notes rated by such Rating Agency then Outstanding or whose short-term unsecured debt obligations have

ria indicating whether such criteria are satisfied, and if any of the Ramp-Up Criteria is not satisfied, the Investment Manager will submit to each Rating Agency a proposal for satisfying it by the Effective Date. (d) In connection with the Effective Date, the Investment Manager (on behalf of the Issuer) wi

d of it for perfection of that interest). (iii) Rating Letters. The delivery to the Trustee of a true and correct copy of a letter signed by each Rating Agency as of the Closing Date assigning its rating (not lower than as set forth in the table below) on the Closing Date: Class Mo;-.)yd's S&P Class A-1

Moody's, Standani & Poor's or any other rating agency. The Co-Issuers will request, within 20 Business Days after the Ramp-Up End Date. that each Rating Agency confirm its ratings of the Senior Notes within 30 Business Days after the Ramp-Up End Date. Use of Proceeds The Offering The proceeds of the issu