EFTA01386911.pdf

RIN II • 094 Alpha Group Capital LLC "Portfolio Information Agency Agreement' means the portfolio information agency agreement, dated as of [s], 2018, between the Issuer and the Portfolio Information Agent relating to the provision of certain information services with respect to the Collateral Obligations and other Assets, as may be amended. "Portfolio Information Agent" means US Bank, in its capacity as information agent under the Portfolio Administration Agreement and as information agent under the Portfolio Information Agency Agreement, and any successor thereto. "Preferred Share Agent" means US Bank. "Preferred Share Issuance Date" means, with respect to any Preferred Share, the date it was issued by the Issuer pursuant to the PS Issuing and Paying Agency Agreement. "Preferred Share Purchaser' means each initial Preferred Share Purchaser as of [•], 2018 and any other Person that shall have become a Preferred Share Purchaser and a Preferred Shareholder (a) pursuant to a transfer of interests in accordance with the PS Purchase Agreement (other than any such Person that ceases to be a party to the PS Purchase Agreement pursuant to a transfer of all of its interests to another Person thereunder) or (b) by becoming, upon approval by the Issuer, acting upon the instructions or with the approval of the Portfolio Advisor, a party to the PS Purchase Agreement in accordance with its terms. "Preferred Shareholder" means, with respect to any Preferred Share, the Person in whose name such Preferred Share is registered in the preferred share register. "Principal Balance" means, subject to the Initial Facility Agreement, with respect to (i) any Collateral Obligation other than a qualifying Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date of determination, the aggregate outstanding principal amount of such Collateral Obligation (excluding any capitalized interest) and (ii) any qualifying Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date of determination, the aggregate drawn outstanding principal amount of such qualifying Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation (excluding any capitalized interest), plus (except as expressly set forth in the Initial Facility Agreement) any undrawn commitments that have not been irrevocably reduced or withdrawn with respect to such qualifying Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation: provided that for all purposes the Principal Balance of (1) any Equity Security or interest-only strip shall be deemed to be zero, and (2) any Defaulted Obligation that is not sold or terminated within three years after becoming a Defaulted Obligation shall be deemed to be zero. "Principal Financed Accrued Interest" means, with respect to any Collateral Obligation, the amount of Principal Proceeds, if any, applied towards the purchase of accrued interest on such Collateral Obligation. "Principal Proceeds" means, with respect to any Collection Period or Determination Date, all amounts received by the Issuer during the related Collection Period that (i) do not constitute Interest Proceeds or (ii) have been designated as Principal Proceeds (including the amount of any Contribution (or portion thereof) designated by the Portfolio Advisor as Principal Proceeds) pursuant to the terms of the Initial Facility Agreement. "PS Issuing and Paying Agency Agreement" means the Preferred Share Issuing and Paying Agency Agreement, dated as of [•], 2018, between the Issuer, US Bank, as issuing and paying agent, and MaplesFS Limited, as preferred share registrar and as amended from time to time. "PS Issuing and Paying Agent" means US Bank. ["PS Purchase Agreement" means the preferred share purchase agreement, dated as of [•], 2018, as amended to date, among the Issuer, the Preferred Share Purchasers parties thereto, and US Bank, as agent, as may be amended.) "PS Retention Interests" means a number of Preferred Shares representing not less than 5% of the aggregate number of Preferred Shares outstanding from time to time. "Purchase Conditions" means: (a) such Committed Purchase Obligation satisfying the Eligibility Criteria; (b) the portfolio complying with the Concentration Limitations immediately after the Committed Purchase or if any of the Concentration Limitations are not in compliance, maintaining or improving such Concentration Limitations; Confidential 158 February 2018 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088835 CONFIDENTIAL SDNY_GM_00235019 EFTA01386911