EFTA Document EFTA01376332

provided that Current Pay Obligations representing no more than 7.5% of the Portfolio Principal Balance may be excluded from treatment as Defaulted Obligations on any Measurement Date. Notwithstanding the foregoing definition, the Investment Manager may declare any Collateral Obligation to be a Defaulted Obligation. "Definitive Security": Any Security issued in definitive, full• registered form without interest coupons. "Delayed Funding Loan": Any Loan that requires one or more future advances to be made to the borrower but which, once all such advances have been made, has the characteristics of a term loan; provided that each such Loan shall only be considered a Delayed Funding Loan for so long as there exists any Unfunded Amount and such future funding obligations remain in effect. "Designated Maturity": With respect to (a) the Rated Notes. three months (except that six months will apply for the calculation period related to the first Distribution Date) and (b) all references (other than with respect to the Rated Notes). such period as the context requires. "DIP Loan": Any interest in a loan or financing facility rated or assigned a credit estimate within the preceding twelve months by Moody's and S&P that is acquired by way of assignment, subject to the following requirements: (a) it is an obligation of a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a trustee (if appointment of such trustee has been ordered pursuant to Section 1104 of the Bankruptcy Code) (a "Debtor") organized under the laws of the United States or any State therein; (b) it is paying interest on a current basis; (c) its terms have been approved by an order of the U.S. Bankruptcy Court the U.S. District Court, or any other court of competent jurisdiction, the enforceability of which order is not subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that: (i) it is secured by liens on the Debtor's otherwise unencumbered assets pursuant to Section 364(cX2) of the Bankruptcy Code: (ii) it is secured by liens of equal or senior priority on property of the Debtor's estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code; (iii) it is secured by junior liens on the Debtor's encumbered assets (provided that it is full• secured based upon a current valuation or appraisal report); or (iv) if it or any portion of it is unsecured, its repayment retains priority over all other administrative expenses pursuant to Section 364(cXI) of the Bankruptcy Code and Rating Agency Confirmation has been obtained; (d) unless Rating Agency Confirmation has been obtained from S&P. it has a rating from S&P no lower than "CCC" (which rating shall have been confirmed by S&P since the most recent filing of any petition or proceeding in bankruptcy); and (e) to 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 least "B3." less than 80% of its par value, until such time as its Market Value has remained equal to or greater than 90% of its par value for 30 consecutive days. or (b) bond purchased at a price that is less than 80% of its par value, or. if it has a Moody's Obligation Rating of at least -B3," less than 75% of its par value, until such time as its Market Value has remained equal to or greater than 85% of its par value for 30 consecutive days. Any Collateral Obligation that would otherwise be considered a Discount Obligation but that is 94 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072369 CONFIDENTIAL SDNY_GM_00218553 EFTA01376332