GoldenTree Loan Opportunities VI Ltd./GoldenTree Loan ...

April 30, 2012 

SEC Rule 17g-7 

SEC Rule 17g-7 requires an 

NRSRO, for any report 

accompanying a credit rating 

relating to an asset-backed 

security as defined in the Rule, 

to include a description of the 

representations, warranties and 

enforcement mechanisms 

available to investors and a 

description of how they differ 

from the representations, 

warranties and enforcement 

mechanisms in issuances of 

similar securities. 

This is Standard & Poor’s 

Ratings Services’ 17g-7 

Disclosure Report for the 

transaction shown in the 

title above. 

GoldenTree Loan 

Opportunities VI 

Ltd./GoldenTree Loan 

Opportunities VI LLC 

Primary Credit Analyst: 

Robert Radziul, New York, (1) 212-438-1051 

Robert_radziul @standardandpoors.com 

Secondary Contact: 

Andrew Loken, New York, (1) 212-438-2755; 

andrew_loken@standardandpoors.com 

Analytical Manager, U.S. Structured Credit New Issuance: 

Winston Chang, New York, (1) 212-438-8123 

winston_chang@standardandpoors.com 

As required by SEC Rule 17g-7, this report includes only those representations, warranties 

and enforcement mechanisms available to investors. This report does not include 

representations and warranties without a corresponding enforcement mechanism or remedy in 

the transaction documents that may be exercised by investors (or their representatives).

U.S. Structured Credit CLO Standard & Poor's Ratings Services 17g-7 Disclosure Report: GoldenTree Loan Opportunities VI Ltd./ 

GoldenTree Loan Opportunities VI LLC 

Table 1 

No. Benchmark Transaction 

Representations and warranties 

1 The Issuer represents and warrants on the Closing Date 

(which representations and warranties shall (except as 

otherwise provided) survive the execution of this Indenture 

and be deemed to be repeated on each date on which 

Collateral is Delivered as if made at and as of that time. 

2 This Indenture creates a valid and continuing security 

interest (as defined in the applicable Uniform Commercial 

Code) in the Collateral in favor of the Trustee for the benefit 

of the Secured Parties, which security interest is prior to all 

other liens, claims and encumbrances and is enforceable 

as such as against creditors of and purchasers from the 

Issuer. 

3 The Issuer owns the Collateral free and clear of any lien, 

claim or encumbrance of any Person, other than the 

security interests created under or permitted by this 

Indenture. 

4 The Issuer has received all consents and approvals 

required by the terms of any item of Collateral to the 

transfer to the Trustee of its interest and rights in the 

Collateral hereunder. 

5 All Collateral other than the Accounts has been credited to 

one or more Accounts, other than any “general intangibles” 

within the meaning of the applicable Uniform Commercial 

Code, any instruments evidencing debt underlying a 

participation and Synthetic Security Collateral. 

6 The Intermediary for each Account has agreed to treat all 

assets credited to each Account as “financial assets” within 

the meaning of the applicable Uniform Commercial Code. 

7 The Issuer has taken all steps necessary to cause the 

Intermediary to identify in its records the Trustee as the 

person having the security entitlement against the 

Intermediary in each of the Accounts. 

8 The Accounts are not in the name of any person other than 

the Issuer or the Trustee. 

9 The Issuer has not consented for the Intermediary of any 

Account to comply with entitlement orders of any person 

other than the Trustee. 

10 None of the promissory notes that constitute or evidence 

the Collateral has any marks or notations indicating that 

they have been pledged, assigned or otherwise conveyed 

to any Person other than to the Trustee. 

The Issuer hereby represents and warrants that, as 

of the Closing Date (which representations and 

warranties shall survive the execution of this 

Indenture and be deemed to be repeated on each 

date on which an Asset is Granted to the Trustee 

hereunder), with respect to the Assets: 

This Indenture creates valid and continuing security 

interests (as defined in the applicable Uniform 

Commercial Code) in the Assets in favor of the 

Trustee for the benefit of the Secured Parties, which 

security interest is prior to all other liens, claims and 

encumbrances and is enforceable as such as 

against creditors of and purchasers from the Issuer, 

except as otherwise permitted under this Indenture. 

The Issuer owns the Assets free and clear of any 

lien, claim or encumbrance of any Person, other 

than the security interests created or permitted 

under this Indenture. 

The Issuer has received all consents and approvals 

required by the terms of any item of Assets to the 

transfer to the Trustee of its interest and rights in the 

Assets hereunder. 

All Assets other than the Accounts has been 

credited to one or more Accounts (other than any 

“general intangibles” within the meaning of the 

applicable Uniform Commercial Code, any 

instruments evidencing debt underlying a 

participation held by a collateral agent). 

The Securities Intermediary for each Account has 

agreed to treat all assets credited to each Account 

as “financial assets” within the meaning of the 

applicable Uniform Commercial Code. 

The Issuer has taken all steps necessary to cause 

the Securities Intermediary to identify in its records 

the Trustee as the Entitlement Holder of each of the 

Accounts. 

The Accounts are not in the name of any person 

other than the Trustee. 

The Issuer has not consented for the Securities 

Intermediary of any Account to comply with 

entitlement orders of any person other than the 

Trustee. 

None of the promissory notes that constitute or 

evidence the Assets have any marks or notations 

indicating that they have been pledged, assigned or 

otherwise conveyed to any Person other than to the 

Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission. 

See Disclaimer on the last page. Page 2



Trustee. 

11 The Issuer has caused or will have caused, within ten days 

of the Closing Date, the filing of all appropriate Financing 

Statements in the proper filing offices in the appropriate 

jurisdictions under applicable law in order to perfect the 

security interest in the Collateral Granted to the Trustee 

hereunder. 

12 Other than as expressly permitted under this Indenture, the 

Issuer has not pledged, assigned, sold, granted a security 

interest in, or otherwise conveyed any of the Collateral. 

13 The Issuer has not authorized the filing of and is not aware 

of any Financing Statements against the Issuer other than 

any Financing Statement relating to the security interest 

granted to the Trustee under this Indenture and any 

Financing Statements that were terminated on or before the 

Closing Date. 

14 The Issuer is not aware of any judgment, tax lien filing or 

Pension Benefit Guaranty Corporation lien filing against the 

Issuer. 

The Issuer has caused or will have caused, within 

ten days of the Closing Date, the filing of all 

appropriate Financing Statements in the proper 

filing offices in the appropriate jurisdictions under 

applicable law in order to perfect the security 

interest in the Assets Granted to the Trustee 

hereunder. 

Other than as expressly permitted under this 

Indenture, the Issuer has not pledged, assigned, 

sold, granted a security interest in, or otherwise 

conveyed any of the Assets. 

The Issuer has not authorized the filing of and is not 

aware of any Financing Statements against the 

Issuer other than any Financing Statement relating 

to the security interest granted to the Trustee under 

this Indenture (or any such Financing Statement has 

been terminated on or before the Closing Date). 

The Issuer is not aware of any judgment, tax lien 

filing or Pension Benefit Guaranty Corporation lien 

filing against the Issuer. 

15 Not included in the Benchmark. The Issuer agrees to promptly provide notice to the 

Rating Agencies if it becomes aware of the breach 

of any of the representations and warranties 

contained in this Section 7.18. 





Enforcement mechanism(s) 

16 Except as otherwise provided in this Section #, a default in 

the performance, or breach, of any other covenant, 

warranty or other agreement of the Issuer or the Co-Issuer 

in this Indenture (other than the failure to meet the Portfolio 

Profile Test, the Collateral Quality Test and the Coverage 

Tests), or the failure of any representation or warranty of 

the Issuer or the Co-Issuer made in this Indenture or in any 

certificate or other writing delivered pursuant hereto or in 

connection herewith to be correct in any material respect 

when the same shall have been made, and the continuation 

of such default, breach or failure for a period of 45 days 

after notice thereof shall have been given by registered or 

certified mail or overnight courier to the Co-Issuers and the 

Collateral Manager by the Trustee, or to the Applicable 

Issuer, the Collateral Manager and the Trustee by a 

Majority of the Controlling Class, specifying such default, 

breach or failure and requiring it to be remedied and stating 

that such notice is a “Notice of Default” hereunder. 

“Controlling Class”: The Class A Notes, so long as any 

Class A Notes are Outstanding, then the Class B Notes, so 

long as any Class B Notes are Outstanding, then the Class 

C Notes, so long as any Class C Notes are Outstanding,…, 

and then the Income Notes / Preference Shares. 

17 If an Event of Default occurs and is continuing (other than 

an Event of Default specified in Section # or # [reference to 

voluntary and involuntary bankruptcy proceedings]), the 

Trustee may, and shall upon direction of a Majority of the 

Controlling Class, declare the principal of all the Notes to be 

immediately due and payable, and upon any such 

declaration such principal, together with all accrued and 

unpaid interest (if any) thereon and other amounts payable 

hereunder, shall become immediately due and payable. 

18 If an Event of Default as described in Section # [reference 

includes breach of representations or warranties] hereof 

shall have occurred and be continuing the Trustee may, 

and at the direction of the Holders of not less than 25% of 

the Aggregate Outstanding Amount of the Notes of the 

Controlling Class shall (subject to Section #), institute a 

Proceeding solely to compel performance of the covenant 

or agreement or to cure the representation or warranty, the 

breach of which gave rise to the Event of Default under 

such Section, and enforce any equitable decree or order 

arising from such Proceeding. 

19 If an Event of Default shall have occurred and be 

continuing, the Trustee shall not sell or liquidate the 

Collateral, shall collect and cause the collection of the 

proceeds thereof and make and shall apply all payments 

and deposits and maintain all accounts in respect of the 

Collateral and the Notes in accordance with the Priority of 

Payments and the provisions of Article # [reference to 

accounts], Article # [reference to purchase and sale 

guidelines] and Article # [reference to subordination 

except as otherwise provided in this Section 5.1, a 

default in the performance, or breach, of any other 

covenant or other agreement of the Issuer or the 

Co-Issuer in this Indenture in any material respect (it 

being understood, without limiting the generality of 

the foregoing, that any failure to meet any 

Concentration Limitation, Collateral Quality Test, 

Coverage Test or Reinvestment 

Overcollateralization Test is not an Event of 

Default), or the failure of any representation or 

warranty of the Issuer or the Co-Issuer made in this 

Indenture or in any certificate or other writing 

delivered pursuant hereto or in connection herewith 

to be correct in all material respects when the same 

shall have been made, and the continuation of such 

default, breach or failure for a period of 30 days 

after notice to the Applicable Issuers and the 

Portfolio Manager by the Trustee, the Applicable 

Issuers or the Portfolio Manager, or to the 

Applicable Issuers, the Portfolio Manager and the 

Trustee by a Majority of the Controlling Class, 

specifying such default, breach or failure and 

requiring it to be remedied and stating that such 

notice is a “Notice of Default” hereunder; 

If an Event of Default occurs and is continuing 

(other than an Event of Default specified in Section 

5.1(e) or (f)), the Trustee may, and shall, upon the 

written direction of a Majority of the Controlling 

Class, by notice to the Applicable Issuers and each 

of the Rating Agencies, declare the principal of all 

the Secured Notes to be immediately due and 

payable, and upon any such declaration such 

principal, together with all accrued and unpaid 

interest thereon, and other amounts payable 

hereunder, shall become immediately due and 

payable and the Reinvestment Period shall 

terminate. 

If an Event of Default as described in Section 5.1(d) 

hereof shall have occurred and be continuing the 

Trustee may, and at the written direction of the 

Holders of not less than 25% of the Aggregate 

Outstanding Amount of the Controlling Class shall, 

institute a Proceeding solely to compel performance 

of the covenant or agreement or to cure the 

representation or warranty, the breach of which 

gave rise to the Event of Default under such 

Section, and enforce any equitable decree or order 

arising from such Proceeding. 

Notwithstanding anything to the contrary herein, if 

an Event of Default shall have occurred and be 

continuing, the Trustee shall retain the Assets 

securing the Secured Notes intact (except as 

otherwise expressly permitted or required by 

Sections 7.16(i), 10.8 and 12.1), collect and cause 

the collection of the proceeds thereof and make and 

apply all payments and deposits and maintain all 

accounts in respect of the Assets and the Securities 





provisions] unless: (i)the Trustee determines that the 

anticipated proceeds of a sale or liquidation of the Collateral 

(after deducting the reasonable expenses of such sale or 

liquidation) would be sufficient to discharge in full the 

amounts then due and unpaid on the Rated Notes for 

principal and interest (including Deferred Interest), the 

Hedge Payment Amount, unpaid Administrative Expenses 

(including amounts due and payable to the Collateral 

Manager under the Collateral Management Agreement 

other than Collateral Management Fees), the Collateral 

Management Fee (unless approved otherwise by the 

Collateral Manager) and a Majority of the Controlling Class 

agrees with such determination; or (ii)a Majority of the 

Notes of each Class direct the sale and liquidation of the 

Collateral. 

in accordance with the Priority of Payments and the 

provisions of Article X, Article XII and Article XIII 

unless: 

(i) the Trustee, pursuant to Section 5.5(c), 

determines that the anticipated proceeds of a sale 

or liquidation of all or any portion of the Assets (after 

deducting the reasonable expenses of such sale or 

liquidation) would be sufficient to discharge in full 

the amounts then due (or, in the case of interest, 

accrued) and unpaid on the Secured Notes for 

principal and interest (including Deferred Interest), 

and all amounts payable prior to payment of 

principal on such Secured Notes (including amounts 

due and owing as Administrative Expenses (without 

regard to the Administrative Expense Cap), 

amounts payable to any Hedge Counterparty upon 

liquidation of all or any portion of the Assets) and a 

Majority of the Controlling Class agrees with such 

determination; or 

(ii) a Supermajority of each Class of Secured Notes 

voting separately directs the sale and liquidation of 

all or any portion of the Assets. 

The Trustee shall give written notice of the retention 

of the Assets to the Issuer with a copy to the 

Co-Issuer and the Portfolio Manager. So long as 

such Event of Default is continuing, any such 

retention pursuant to this Section 5.5(a) may be 

rescinded at any time when the conditions specified 

in clause (i) or (ii) exist. 

Table 2 

No. Benchmark Transaction 

Representations and warranties 

20 Collateral Manager hereby represents and warrants to 

the Issuer as follows: 

21 The Collateral Manager is a [ limited liability company / 

partnership / etc.] duly organized, validly existing and in 

good standing under the laws of [jurisdiction], has full 

power and authority to own its assets and to transact 

the business in which it is currently engaged, and is duly 

qualified to do business and is in good standing under 

the laws of each jurisdiction where the performance of 

this Agreement would require such qualification, except 

for those jurisdictions in which the failure to be so 

qualified, authorized or licensed would not have a 

material adverse effect on the ability of the Collateral 

Manager to perform its obligations under this 

Agreement and the provisions of the Indenture 

applicable to the Collateral Manager, or on the validity 

or enforceability of this Agreement and the provisions of 

the Indenture applicable to the Collateral Manager. 

22 The Collateral Manager has full power and authority to 

execute and deliver this Agreement and to perform all of 

its obligations hereunder and under the provisions of 

The Portfolio Manager hereby represents and warrants 

to the Issuer as follows: 

The Portfolio Manager is a limited partnership duly 

formed and validly existing and in good standing under 

the laws of the State of Delaware and has full power 

and authority to own its assets and to transact the 

business in which it is currently engaged and is duly 

qualified and in good standing under the laws of each 

jurisdiction where its ownership or lease of property or 

the conduct of its business requires, or the 

performance of this Agreement or the Collateral 

Administration Agreement (collectively, the "Manager 

Documents") would require such qualification, except 

for those jurisdictions in which the failure to be so 

qualified, authorized or licensed would not have a 

material adverse effect on the business, operations, 

assets or financial condition of the Portfolio Manager or 

on the ability of the Portfolio Manager to perform its 

obligations under, or on the validity or enforceability of, 

the Manager Documents and the provisions of the 

Indenture applicable to the Portfolio Manager; 

The Portfolio Manager has full power and authority to 

execute, deliver and perform each of the Manager 

Documents and all obligations required hereunder and 





the Indenture applicable to the Collateral Manager, and 

has taken all necessary action to authorize this 

Agreement and the execution and delivery of this 

Agreement and the performance of all obligations 

required hereunder and under the terms of the 

Indenture applicable to the Collateral Manager. 

23 No consent of any other Person, including, without 

limitation, members and creditors of the Collateral 

Manager, and no license, permit, approval or 

authorization of, exemption by, notice or report to, or 

registration, filing or declaration with, any governmental 

authority is required by the Collateral Manager or any 

Affiliate thereof in connection with this Agreement or the 

execution, delivery, performance, validity or 

enforceability of this Agreement or the obligations 

imposed on the Collateral Manager hereunder or under 

the terms of the Indenture applicable to the Collateral 

Manager other than those which have been obtained or 

made. 

24 This Agreement has been, and each instrument and 

document to which the Collateral Manager is a party 

required hereunder or under the terms of the Indenture 

will be, executed and delivered by a duly authorized 

officer of the Collateral Manager, and this Agreement 

constitutes, and each instrument and document to 

which the Collateral Manager is a party required 

hereunder or under the terms of the Indenture when 

executed and delivered by the Collateral Manager 

hereunder or under the terms of the Indenture will 

constitute, the valid and legally binding obligations of 

the Collateral Manager enforceable against the 

Collateral Manager in accordance with its terms, 

subject, as to enforcement, (A) to the effect of 

bankruptcy, insolvency, winding-up or similar laws 

affecting generally the enforcement of creditors’ rights 

as such laws would apply in the event of any 

bankruptcy, receivership, insolvency, winding-up or 

similar event applicable to the Collateral Manager and 

(B) to general equitable principles (whether 

enforceability of such principles is considered in a 

proceeding at law or in equity). 

25 The execution, delivery and performance of this 

Agreement and the terms of the Indenture applicable to 

the Collateral Manager will not violate any provision of 

any existing law or regulation binding on the Collateral 

Manager, or any order, judgment, award or decree of 

any court, arbitrator or governmental authority binding 

on the Collateral Manager, or the Organizational 

Instruments of, or any securities issued by, the 

Collateral Manager or of any mortgage, indenture, 

lease, contract or other agreement, instrument or 

undertaking to which the Collateral Manager is a party 

or by which the Collateral Manager or any of its assets 

may be bound, the violation of which would have a 

material adverse effect on the business, operations, 

assets or financial condition of the Collateral Manager 

or which would reasonably be expected to adversely 

under the provisions of the Indenture applicable to the 

Portfolio Manager, and has taken all necessary action 

to authorize each of the Manager Documents on the 

terms and conditions hereof and thereof and the 

execution, delivery and performance of each of the 

Manager Documents and all obligations required 

hereunder and thereunder and under the terms of the 

Indenture applicable to the Portfolio Manager. 

No consent of any other Person, including, without 

limitation, creditors of the Portfolio Manager, and no 

license, permit, approval or authorization of, exemption 

by, notice or report to, or registration, filing or 

declaration with, any governmental authority is required 

by the Portfolio Manager in connection with the 

Manager Documents or the execution, delivery, 

performance, validity or enforceability of the Manager 

Documents or the obligations required hereunder and 

thereunder or under the terms of the Indenture 

applicable to the Portfolio Manager. 

Each of the Manager Documents has been, and each 

instrument and document required hereunder and 

thereunder or under the terms of the Indenture shall 

be, executed and delivered by a duly authorized officer 

of the Portfolio Manager, and each of the Manager 

Documents constitutes, and each instrument and 

document required hereunder and thereunder or under 

the terms of the Indenture when executed and 

delivered by the Portfolio Manager hereunder or 

thereunder or under the terms of the Indenture shall 

constitute, the valid and legally binding obligations of 

the Portfolio Manager enforceable against the Portfolio 

Manager in accordance with their terms, subject to (a) 

the effect of bankruptcy, insolvency or similar laws 

affecting generally the enforcement of creditors' rights 

and (b) general equitable principles. 

The execution, delivery and performance of the 

Manager Documents and the terms of the Indenture 

applicable to the Portfolio Manager and the documents 

and instruments required hereunder or thereunder or 

under the terms of the Indenture shall not violate any 

provision of any existing law or regulation binding on 

the Portfolio Manager, or any order, judgment, award 

or decree of any court, arbitrator or governmental 

authority binding on the Portfolio Manager, or the 

Governing Instruments of, or any securities issued by 

the Portfolio Manager or of any mortgage, indenture, 

lease, contract or other agreement, instrument or 

undertaking to which the Portfolio Manager is a party or 

by which the Portfolio Manager or any of its assets may 

be bound, the violation of which would have a material 

adverse effect on the business, operations, assets or 





affect in a material manner its ability to perform its 

obligations hereunder and under the Indenture. 

26 There is no charge, investigation, action, suit or 

proceeding before or by any court pending or, to the 

best knowledge of the Collateral Manager, threatened, 

that, if determined adversely to the Collateral Manager, 

would have a material adverse effect upon the 

business, operations, assets or financial condition of the 

Collateral Manager, or upon the performance by the 

Collateral Manager of its duties under, or on the validity 

or enforceability of, this Agreement and the provisions 

of the Indenture applicable to the Collateral 

financial condition of the Portfolio Manager or its ability 

to perform its obligations under the Manager 

Documents, and shall not result in or require the 

creation or imposition of any lien on any of its property, 

assets or revenues pursuant to the provisions of any 

such mortgage, indenture, lease, contract or other 

agreement, instrument or undertaking, the existence of 

which would have a material adverse effect on the 

business, operations, assets or financial condition of 

the Portfolio Manager or its ability to perform its 

obligations under the Manager Documents. 

There is no charge, investigation, action, suit or 

proceeding before or by any court pending or, to the 

best knowledge of the Portfolio Manager, threatened 

that, if determined adversely to the Portfolio Manager, 

would have a material adverse effect upon the 

performance by the Portfolio Manager of its duties 

under, or on the validity or enforceability of, the 

Manager Documents and the provisions of the 

Indenture applicable to the Portfolio Manager 

hereunder. 

27 The Collateral Manager is not in violation of its 

Organizational Instruments or in breach or violation of 

or in default under any contract or agreement to which it 

is a party or by which it or any of its property may be 

bound, or any applicable statute or any rule, regulation 

or order of any court, government agency or body 

having jurisdiction over the Collateral Manager or its 

properties, the breach or violation of which or default 

under which would have a material adverse effect on 

the validity or enforceability of this Agreement or the 

Indenture or the performance by the Collateral Manager 

of its duties hereunder or thereunder. 

28 True and complete copies of the Collateral Manager’s 

Organizational Instruments have been delivered to the 

Issuer. 

29 The Collateral Manager Information, as of its date, and 

only with respect to the Collateral Manager Offering 

Circular Information in the Final Offering Circular, as of 

the Closing Date, does not and will not contain any 

untrue statement of a material fact or omit to state any 

material fact necessary in order to make the statements 

therein, in the light of the circumstances under which 

they were made, not misleading. 

The Portfolio Manager is not in violation of its 

Governing Instruments or in breach or violation of or in 

default under any contract or agreement to which it is a 

party or by which it or any of its property may be bound, 

or any applicable statute or any rule, regulation or order 

of any court, government agency or body having 

jurisdiction over the Portfolio Manager or its properties, 

the breach or violation of which or default under which 

would have a material adverse effect on the validity or 

enforceability of the Manager Documents or the 

provisions of the Indenture applicable to the Portfolio 

Manager, or the performance by the Portfolio Manager 

of its duties hereunder or thereunder. 

Not included in the Transaction. 

The Section entitled "The Portfolio Manager" in the 

Offering Circular and the information concerning the 

Portfolio Manager contained in "Risk Factors—Relating 

to Certain Conflicts of Interest—The Issuer will be 

subject to various conflicts of interest involving the 

Portfolio Manager" in the Offering Circular, as of the 

respective dates of the Offering Circular and as of the 

Closing Date, is true in all material respects and does 

not omit to state any material fact necessary in order to 

make the statements therein, in the light of the 

circumstances under which they were made, not 

misleading. 

30 

Not included in the Benchmark. 

The Portfolio Manager is authorized to carry on its 

business in the United States and in all other 

jurisdictions necessary to the performance of its 

obligations under the Manager Documents and the 

Indenture. 





31 Not included in the Benchmark. 

The Portfolio Manager is registered as an "investment 

adviser" under the Investment Advisers Act. 





Enforcement mechanism(s) 

32 The Collateral Manager may be removed for Cause 

upon ## days’ prior written notice by the Issuer at the 

direction of either (i) a Majority of the Income Notes with 

the prior written consent of a Majority of the Controlling 

Class which consent will not be unreasonably withheld, 

or (ii) at the direction of a Majority of the Controlling 

Class; provided that, as long as any of the Notes are 

Outstanding, notice of such removal will have been 

given to the Holders of each Class of Notes. For 

purposes of determining “Cause” with respect to 

removal of the Collateral Manager by the Issuer, such 

term shall mean any one of the following events… 

The failure of any representation, warranty, certification 

or statement made or delivered by the Collateral 

Manager in or pursuant to this Agreement or the 

Indenture to be correct in any material respect when 

made which failure (A) could reasonably be expected to 

have a material adverse effect on the Holders of any 

Class of Notes and (B) is not corrected by the Collateral 

Manager within 30 days of a Responsible Officer of the 

Collateral Manager becoming aware of, or its receipt of 

notice from the Issuer or the Trustee of, such failure; 

The Portfolio Manager may be removed for cause upon 

30 days' prior written notice by the Issuer or the 

Trustee, at the direction of the Holders (in each case, 

voting separately by Class) of at least (i) 66⅔% of the 

Aggregate Outstanding Amount of the Controlling 

Class, and (ii) 66⅔% of the Aggregate Outstanding 

Amount of the Subordinated Notes; provided, however, 

that the Portfolio Manager will have the opportunity to 

cure or remove the breach, event or other 

circumstances giving rise to the cause event specified 

in such notice and, in the event that the Portfolio 

Manager cures such breach, event or other 

circumstances within the 30-day notice period, such 

breach, event or other circumstance will no longer 

constitute cause for removal; provided, further, that, 

notwithstanding the foregoing, removal pursuant to 

clause (3) of the definition of "cause" below shall be 

automatic without notice required from the Issuer, the 

Trustee or any other Person. Notice of such removal 

for cause shall be given by or on behalf of the Issuer to 

the Holders of each Class of Securities. For purposes 

of determining whether the Holders of the required 

percentage of the Aggregate Outstanding Amount of 

the Securities have given notice of removal of the 

Portfolio Manager for cause, Securities owned by the 

Portfolio Manager or any Affiliate thereof shall be 

disregarded and deemed to be not Outstanding. No 

such removal shall be effective until the date as of 

which a successor Portfolio Manager shall have agreed 

in writing to assume all of the Portfolio Manager's 

duties and obligations pursuant to this Agreement and 

as specified in the Indenture. Any such successor 

Portfolio Manager shall be appointed pursuant to 

Section 13(e) hereof. For purposes of determining 

"cause" with respect to any such removal of the 

Portfolio Manager, such term means any one of the 

following events: 

1) the Portfolio Manager willfully violates, or takes any 

action that the Portfolio Manager knows breaches, any 

provision of this Agreement or the Indenture applicable 

to the Portfolio Manager; 

2) the Portfolio Manager breaches in any material 

respect any provision of this Agreement or any terms of 

the Indenture applicable to the Portfolio Manager (other 

than as covered by clause (1) above and it being 

understood that failure to meet any Coverage Test, any 

Concentration Limitation or the Collateral Quality Test 

is not such a violation) which breach has a material 

adverse effect on any Holder of the Securities and the 

Portfolio Manager fails to cure such breach within 30 

days of its becoming aware of, or its receiving notice 

from, the Trustee of, such breach; 

3) the Portfolio Manager is wound up or dissolved or 

there is appointed over it or a substantial portion of its 

assets a receiver, administrator, administrative 

receiver, trustee or similar officer; or the Portfolio 

Manager (i) ceases to be able to, or admits in writing its 

inability to, pay its debts as they become due and 

payable, or makes a general assignment for the benefit 

of, or enters into any composition or arrangement with, 

its creditors generally; (ii) applies for or consents (by 





admission of material allegations of a petition or 

otherwise) to the appointment of a receiver, trustee, 

assignee, custodian, liquidator or sequestrator (or other 

similar official) of the Portfolio Manager or of any 

substantial part of its properties or assets, or 

authorizes such an application or consent, or 

proceedings seeking such appointment are 

commenced without such authorization, consent or 

application against the Portfolio Manager and continue 

undismissed for 60 days; (iii) authorizes or files a 

voluntary petition in bankruptcy, or applies for or 

consents (by admission of material allegations of a 

petition or otherwise) to the application of any 

bankruptcy, reorganization, arrangement, readjustment 

of debt, insolvency or dissolution, or authorizes such 

application or consent, or proceedings to such end are 

instituted against the Portfolio Manager without such 

authorization, application or consent and are approved 

as properly instituted and remain undismissed for 60 

days or result in adjudication of bankruptcy or 

insolvency; or (iv) permits or suffers all or any 

substantial part of its properties or assets to be 

sequestered or attached by court order and the order 

remains undismissed for 60 days; 

4) the occurrence and continuance of an Event of 

Default under the Indenture that consists of a default in 

the payment of principal or interest on the Secured 

Notes when due and payable, and that results from a 

breach by the Portfolio Manager of its duties under this 

Agreement or under the Indenture, which breach or 

default is not cured within the applicable cure period; or 

5) the occurrence of an act by the Portfolio Manager 

that constitutes fraud or criminal activity in the 

performance of its obligations under this Agreement, or 

the Portfolio Manager or any of its executive committee 

members (in the performance of his or her investment 

management duties) being convicted of a felony 

offense related to its primary business and such 

executive committee members continue to have 

responsibility for the performance by the Portfolio 

Manager of its duties following such conviction. 

If any of the events specified in the definition of "cause" 

in this Section 15 shall occur, the Portfolio Manager 

shall give prompt written notice thereof to the Issuer, 

each Rating Agency, the Holders of all Outstanding 

Securities and the Trustee upon the Portfolio 

Manager's becoming aware of the occurrence of such 

event. The Portfolio Manager may not be removed 

other than for cause. 

The language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, warranties and enforcement 

mechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In order 

to make the benchmarks generic, we made the following modifications. Specific article or section numbers have been 

replaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced with the 

bracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers or 

amounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more than 

#%’). Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural and 

construction equipment’ now reads as ‘financing of [type of] equipment’). 

This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legal 

advice. 





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