INTERMEDIATE FINANCE II CLO Offering Memorandum - BLACK ...

(q) it is not a Structured Finance Security;
(r) its acquisition by the Issuer (to the knowledge of the Investment Manager (acting on behalf of
the Issuer) after making reasonable enquiry) will not result in the imposition of stamp duty or
stamp duty reserve tax payable by the Issuer, unless Rating Agency Confirmation is received
in respect of such acquisition;
(s) it is not a security whose repayment is subject to substantial non-credit related risk or to the
non-occurrence of certain catastrophes as determined by the Investment Manager (acting on
behalf of the Issuer) or which is a catastrophe bond or a market value collateralised debt
obligation;
(t) it must require a majority consent of all lenders to the Obligor thereunder for any change in
the principal repayment profile or interest applicable on such obligation, for the avoidance of
doubt, excluding any changes originally envisaged in the loan documentation;
(u) upon acquisition, both (i) the Collateral Debt Obligation is capable of being, and will be, the
subject of a first fixed charge or first priority security interest or other arrangement having a
similar commercial effect in favour of the Trustee for the benefit of the Secured Parties
pursuant to the Trust Deed (or any deed or document supplemental thereto) and (ii) (subject to
(i) above) the Issuer (or the Investment Manager on behalf of the Issuer) has notified the
Trustee in the event that any Collateral Debt Obligation that is a bond is held through the
Custodian but not held through Euroclear or does not satisfy the requirements relating to
Euroclear collateral specified in the Trust Deed and has taken such action as the Trustee may
require to effect such security interest;
(v) it will not result in the imposition of any present or future, actual or contingent, monetary
liabilities or obligations of the Issuer other than those (i) which may arise at its option; or
(ii) which are fully collateralised (which collateralisation may be by way of deposit of an
amount with a third party and which must be in an amount which is not less than 100 per cent.
of the Issuer’s unfunded principal payment obligations in respect thereof) including, without
limitation, obligations which arise under a Delayed Drawdown Obligation, under which the
Issuer is obliged to provide future advances or other payments to the relevant Obligor in
respect of such Delayed Drawdown Obligations and which do not permit any other person to
accede thereto as an Obligor without the consent of the Issuer; or (iii) which are related to
Participations and which are subject to limited recourse provisions similar to those set out in
the Investment Management Agreement; or (iv) which are owed to the agent bank in relation
to the performance of its duties under a syndicated Mezzanine Obligation; or (v) which may
arise as a result of an undertaking to participate in a financial restructuring of a Mezzanine
Obligation where such undertaking is contingent upon the redemption in full of such
Mezzanine Obligation on or before the time by which the Issuer is obliged to enter into the
restructured Mezzanine Obligation and where the restructured Mezzanine Obligation satisfies
the Eligibility Criteria;
(w) it has a Stated Maturity that is not later than the Maturity Date except in relation to any Long
Dated Obligations;
(x) in the case of any Synthetic Security which is an Uncollateralised CLN issued by a corporate
entity, such corporate entity has a short-term senior unsecured debt rating of at least “A2” by
Moody’s and “A” by S&P; and
(y) it is not a security issued by the Investment Manager or its Affiliates or a collateralised debt
obligation managed or advised by the Investment Manager or any of its Affiliates.
The subsequent failure of any Collateral Debt Obligation to satisfy any of the Eligibility Criteria shall
not prevent any obligation which would otherwise be a Collateral Debt Obligation from being a
Collateral Debt Obligation so long as such obligation satisfied the Eligibility Criteria when the Issuer
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