EFTA01365305.pdf

"Domicil": With expect to each Collateral Obligation. (i) the jurisdiction of incorporation. organization or creation of the related Obligor or (ii) in the case of a Collateral Obligation that would otherwise be considered to be domiciled pursuant to clause (i) in a Tax Advantaged Jurisdiction, the jurisdiction in which, in the reasonable business judgment of the Collateral Manager, the related Obligor directly or indirectly conducts a substantial portion of its business operations and in which the assets primarily responsible for generating its revenues are located. "DTC": The Depository Trust Company or its successor. "Eligible Country•": The United States. Canada and any country classified by Moody's as a Moody's Group I Country, Moody's Group II Country, Moody's Group III Country or Moody's Group IV Country; provided that such country has not imposed currency exchange controls and has a long-term foreign issuer credit rating of at least "AA" by S&P and a sovereign rating of at least "Aa2" by Moody's. "Eligible Index": (i) With respect to Loans, either of the following indices as selected by the Collateral Manager the Credit Suisse Leveraged Loan Index or the S&P/LSTA Leveraged Loan Index (or any successor to either such index): and (ii) with respect to Bonds. any one of the following indices as selected by the Collateral Manager the Credit Suisse High Yield Index. Merrill Lynch High Yield Master II Index or Citigroup High-Yield Cash Pay Index (or any successor to any such index); provided that in either case the Collateral Manager may select an alternative index as an Eligible Index subject to Rating Confirmation from Moody's. "Eligible Investments": Any U.S. dollar-denominated investment with a remaining maturity of less than 365 days that, at the time it is delivered to the Trustee, is one or more of the following obligations or securities including, without limitation, investments for which the Trustee or an Affiliate of the Trustee provides services or receives compensation: (i) cash: (ii) direct registered obligations of, and registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are expressly backed by the full faith and credit of the United States, which in each case are not zero coupon securities; (iii) demand and time deposits in, trust accounts, certificates of deposit payable within 91 days of issuance of. bankers' acceptances payable within 91 days of issuance issued by, or Federal funds sold by any depositary institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by Federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depositor• institution or trust company (or, in the case of the principal depository, institution in a holding company system the commercial paper or debt obligations of such holding company). at the time of such investment or contractual commitment providing for such investment and throughout the term of the investment, have a credit rating of' not less than "Aaa" by Moody's and "AAA" by Standard & Poor's and in each case are not on watch for downgrade. or "P-I" by Moody's and "A-I+" by Standard & Poor's in the case of commercial paper and short-term debt obligations; provided that in any case. the issuer thereof must have at the time of such investment a long-term credit rating of not less than "AA-" by Standard & Poor's and "Aa3" by Moody's and a short-term rating of "A-1+" by Standard & Poor's and "P-1" by Moody's. and if so rated, is not on watch for downgrade; (iv) commercial paper or other short-term obligations with a maturity of not more than 91 days from the date of issuance and having at the time of such investment a credit rating of at least "P-1" by Moody's and "A-1+" by Standard & Poor's; provided that in any case, the issuer thereof must have at the time of such investment a long-term credit rating of not less than "Aa2" by Moody's, and if so rated, such rating is not on watch for downgrade; (v) unleveraged repurchase obligations with respect to any security described in clause (ii) above entered into with a U.S. federal or state depositor• institution or trust company (acting as principal) described in clause (iii) above or entered into with a corporation (acting as principal) 96 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056000 CONFIDENTIAL SDNY GM_00202184 EFTA01365305