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PROSPECTUS DUCHESS VI CLO BV CITIGROUP Dated 17 August ...

PROSPECTUS DUCHESS VI CLO BV CITIGROUP Dated 17 August ...

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A-1+ and P-1 by the Rating Agencies or are otherwise acceptable to the Rating Agencies and, in either case,<br />

denominated in the same currency as the cash which is used to purchase the relevant Eligible Investment and<br />

(z) are investments (A) the ownership, enforcement nature or disposition of which will not cause the Issuer to be<br />

treated as engaged in a trade or business within the United States for U.S. federal income tax purposes, (B) that<br />

are acquired, and held in a manner that does not violate the Investment Restrictions set forth in the Collateral<br />

Management Agreement and in the event that it is an obligation of a company incorporated or established in, or<br />

a sovereign issuer of, the United States, or otherwise bearing interest that arises, for U.S. federal income tax<br />

purposes, from sources within the United States, is in registered form at the time it is acquired and (C) that are<br />

not Dutch Ineligible Securities.<br />

Emerging Market Issuer means (i) a sovereign or non-sovereign issuer located in a country that is in<br />

Latin America, Asia, Africa, Eastern Europe (excluding EU member States rated “Aa2” or above by Moody’s<br />

and “AA” or above by Standard & Poor’s) or the Caribbean, other than an issuer located in Japan or Singapore,<br />

or an issuer of a Structured Finance Security that is a special purpose vehicle organised under the laws of the<br />

Cayman Islands, Jersey, Guernsey, Bermuda or the Netherlands Antilles; or (ii) a sovereign or non-sovereign<br />

issuer located in a country that is rated below “Aa2” by Moody’s and below “AA” by Standard & Poor’s (other<br />

than Italy or any other country consented to by the Rating Agencies).<br />

Equity Kicker means any equity security or any other security that is not eligible for purchase by the<br />

Issuer but is received with respect to a Collateral Debt Security or purchased as part of a “unit” with a Collateral<br />

Debt Security.<br />

Equity Security means any (a) Equity Kicker, (b) Defaulted Equity Security and (c) other equity<br />

security that does not entitle the holder thereof to receive periodic payments of interest and one or more<br />

instalments of principal, including those received by the Issuer as a result of the exercise or conversion of an<br />

Equity Kicker or other convertible or exchangeable Collateral Debt Security.<br />

ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended.<br />

Euroclear Pledge Agreement means the pledge agreement dated on or about the Closing Date and<br />

made between the Issuer as pledgor and the Security Trustee.<br />

Euroclear Pledged Account means the pledged account number 29977 held by the Custodian which is<br />

the subject of a commercial pledge under Belgian law pursuant to the Euroclear Pledge Agreement.<br />

Euro Collateral Debt Security means a Collateral Debt Security denominated in euro.<br />

Euro Equivalent means an amount expressed in Euro which is equal to a specified amount<br />

denominated in a currency other than euro, by reference to the Initial Exchange Rate of such currency for euro<br />

or such other rate as the Collateral Administrator shall determine is appropriate on the date of measurement.<br />

Euro Expense Account means the euro account number 0272607 0000 EUR 002 CTA of the Issuer<br />

with the Account Bank amounts standing to the credit of which may be used to fund certain expenses arising<br />

between Payment Dates.<br />

Euro Interest Rate Hedge means an Interest Rate Hedge Transaction under which payments are<br />

scheduled to be paid in euro.<br />

Euro Liquidity Payment Account means the interest bearing account number 0272607 0000 EUR 009<br />

CTA of the Issuer with the Account Bank established as required pursuant to the terms of the Liquidity Facility<br />

Agreement.<br />

Euro Stand-by Account means account number 0272607 0000 EUR 014 CTA of the Issuer to be<br />

established with the Account Bank pursuant to the terms of the Revolving Loan Facility Agreement.<br />

Euro Stand-by Liquidity Account means an interest bearing account number 0272607 0000 EUR 013<br />

CTA of the Issuer to be established with the Account Bank if required.<br />

Euro Unscheduled Principal Proceeds means, with respect to any Collateral Debt Security purchased<br />

by the Issuer, euro principal repayments prior to the Stated Maturity thereof received as a result of optional<br />

redemptions, prepayments above scheduled amortisations or Offers and euro Distributions received upon<br />

liquidation of any Synthetic Security Collateral in the event that the Synthetic Security or the Synthetic Security<br />

Obligor’s security interest was subject to an early termination other than by the Collateral Manager.<br />

78

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