Collateral Obligation. Means (a) with respect to any Loan or Bond originated by the Issuer or its Affiliates, that, at the time it is purchased (or a commitment is made to purchase such obligation) by the Issuer, satisfies each of the following criteria: (i) it has been approved by a Majority of the Noteholders in accordance with the procedures set forth in Section 12.2(a); and (ii) it does not cause the Aggregate Principal Amount of the Collateral to consist of greater than 45% of Private Collateral Obligations (or,... if such limit was out of compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance); and (iii) it does not cause the Aggregate Principal Amount of the Collateral to consist of greater than 15% of Collateral Obligations that are Participations (or, if such limit was out of compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance); and all of the Participations are Qualified Participations; and (b) with respect to any other Loan or Bond, that, at the time it is purchased (or a commitment is made to purchase such obligation) by the Issuer, satisfies each of the following criteria: (i) it is not more than 20% of the related debt issuance thereof; (ii) it has been approved by a Majority of the Noteholders in accordance with the procedures set forth in Section 12.2(a); (iii) it does not mature more than 8 years after the date on which it was purchased or entered into; (iv) it does not cause all Loans or Bonds of a single issuer to constitute more than 20%, the Aggregate Principal Amount of the Collateral (or, if such limit was out of compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance); (v) it does not cause the Aggregate Principal Amount of the Collateral to consist of greater than 45% of Private Collateral Obligations (or, if such limit was out of compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance); (vi) it does not cause the Aggregate Principal Amount of the Collateral to consist of greater than 15% of Collateral Obligations that are Participations (or, if such limit was out of compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance); and all of the Participations are Qualified Participations; (vii) it is U.S. Dollar denominated and is neither convertible by the issuer thereof into, nor payable in, any other currency; (viii) it is not a Defaulted Obligation or a Credit Risk Obligation; (ix) it is not a lease (including a finance lease); (x) it is not an Interest Only Security; (xi) it provides for a fixed amount of principal payable in Cash on scheduled payment dates and/or at maturity and does not by its terms provide for earlier amortization or prepayment at a price of less than par; (xii) it does not constitute Margin Stock; (xiii) it is an obligation with respect to which the Issuer will receive payments due under the terms of such obligation and proceeds from disposing of such asset free and clear of withholding tax, other than (A) withholding tax as to which the obligor or issuer must make additional payments so that the net amount received by the Issuer after satisfaction of such tax is the amount due to the Issuer before the imposition of any withholding tax and (B) withholding tax on (x) late payment fees, prepayment fees or other similar fees and (y) amendment, waiver, consent and extension fees; (xiv) it is not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Investment Manager; (xv) it is not an obligation pursuant to which any future advances or payments to the borrower or the obligor thereof may be required to be made by the Issuer (other than to indemnify an agent or representative for lenders pursuant to the Reference Instruments); (xvi) it is not a Structured Finance Obligation; (xvii) the purchase of such obligation will not require the Issuer or the pool of Collateral to be registered as an investment company under the Investment Company Act; (xviii) such obligation is not, by its terms, convertible into or exchangeable for an Equity Security at any time over its life; (xix) such obligation does not mature after the Stated Maturity of the Notes; (xx) such obligation is Registered; (xxi) such obligation is not a Synthetic Security; (xxii) such obligation does not include or support a letter of credit; (xxiii) such obligation is not an interest in a grantor trust; (xxiv) such obligation is issued by an obligor that is domiciled in the United States, Canada or any other jurisdiction approved by a Majority of the Noteholders; (xxv) such obligation is not issued by an issuer located in a country, which country on the date on which the obligation is acquired by the Issuer imposed foreign exchange controls that effectively limit the availability or use of U.S. Dollars to make when due the scheduled payments of principal thereof and interest thereon; and (xxvi) it does not cause the Aggregate Principal Amount of the Collateral to consist of greater than 45% of second lien loans (or, if such limit was out of compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance), provided, however, that one or more of the foregoing requirements may be waived in writing by the Majority of the Noteholders (in their sole and absolute discretion) prior to the Issuer's commitment to purchase a Collateral Obligation.View More
