EFTA01386913.pdf

RIN II • 094 Alpha Group Capital LLC Tax Advantaged Jurisdiction": (a) One of the jurisdictions of the Bahamas, Bermuda, the British Virgin Islands, the Cayman Islands, the Channel Islands, Jersey, Singapore, Curacao, Marshall Islands and Saint Maarten or the U.S. Virgin Islands or [(b) upon satisfaction of the Moody's Rating Condition with respect to the treatment of another jurisdiction as a Tax Advantaged Jurisdiction, such other jurisdiction.] ['Transaction Agreements" means the applicable Facility documentation, the Account Control Agreement, the Portfolio Advisory Agreement, the Portfolio Administration Agreement, the Portfolio Information Agency Agreement, [the Loan Closing Services Agreement,] the Issuer Administration Agreement, the PS Issuing and Paying Agency Agreement, the Registered Office Agreement, the PS Purchase Agreement and any Hedge Agreements.] "UCC" means the Uniform Commercial Code as in effect in the State of New York or, if different, the political subdivision of the United States that governs the perfection of the relevant security interest as amended from time to time. "Underlying Instrument" means the Initial Facility Agreement, Refinancing indenture or other agreement pursuant to which a Collateral Obligation has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Collateral Obligation or of which the holders of such Collateral Obligation are the beneficiaries. "Unfunded Asset" means a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation. "Unsecured Loan": Any assignment of or Participation Interest in or other interest in an unsecured loan that is not subordinated to any other unsecured indebtedness of the Obligor. "Voting-Restricted Preferred Share" means any Preferred Share that is held at any time by (i) the Portfolio Advisor, (ii) any affiliate of the Portfolio Advisor, or (iii) any account, fund, client or portfolio managed or advised on a discretionary basis by the Portfolio Advisor or any of its affiliates. "Yield Adjusted Collateral Obligation": As of any date of determination, a Floating Rate Obligation that has been purchased (as determined without averaging prices for purchases) for less than 100.0% of its Principal Balance and has been irrevocably designated as a Yield Adjusted Collateral Obligation in the sole discretion of the Portfolio Advisor in a notice delivered to the Trustee and the Portfolio Administrator on or prior to the first Determination Date following acquisition by the Issuer of such Floating Rate Obligation; provided that an obligation shall only be deemed to be a Yield Adjusted Collateral Obligation if as of such date of determination, (i) it is not a Discount Obligation, (ii) [the Interest Diversion Test and each of the Coverage Tests are satisfied and] (iii) it would not cause the aggregate Principal Balance of all Yield Adjusted Collateral Obligations then owned by the Issuer (measured at the time of such designation) to exceed 10% of the Target Principal Balance (if during the Ramp-Up Period) or Collateral Principal Balance (thereafter). Confidential 162 February 2018 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088839 CONFIDENTIAL SDNY_GM_00235023 EFTA01386913