Untitled - Irish Stock Exchange

terminated or liquidated early in accordance with its terms on such date, as determined by the Eligible Counterparty
party to such Structured Product Transaction.
The Market Value of any CDO Debt Security will be based upon quotations from one or more Approved
Investment Banking Firms or an Approved Third Party Appraisal, as applicable. The Market Value of any CDO
Equity Security shall be based upon a quotation from an Approved Investment Banking Firm that acted as an
underwriter or placement agent for such CDO Equity Security.
The Market Value of any Defensive Hedge Transaction where the related Fund Investment is part of the
Collateral shall be the amount, as determined by the Issuer, by which the Protected Market Value with respect to
such Fund Investment exceeds the product of the Market Value of the Fund Investment (or, if less, the portion
thereof that is an Eligible Investment), as otherwise determined in accordance with these procedures, and the
applicable S&P Advance Rate for such Fund Investment. The Market Value of any Defensive Hedge Transaction
where the Fund Investment is not part of the Collateral shall be the Protected Market Value with respect to such
Fund Investment.
For purposes of the definition of Market Value, (i) accrued interest on any interest-bearing Eligible
Investment shall be excluded in the determination of Market Value by the party making such determination and (ii)
the Market Value of all non-Dollar Fund Investments shall be converted into Dollars at the then current spot rate
(after taking into account the effect of any Currency Hedging Transaction with respect to such Fund Investment).
"Market Value Price" means with respect to any Fund Investment (other than Cash, Unquoted
Investments and Structured Product Transactions) at any date, the price for each unit of such Fund Investment at
such date obtained from an Approved Source, including any of (a) in the case of an Approved Exchange, the closing
price as of the most recent Determination Date on such Approved Exchange, or if such Approved Exchange is
NASDAQ, the closing bid price at such date (or if such Approved Exchange is closed for business at such date, then
the most recent available closing price or closing bid price, as the case may be); provided that bonds may not be
priced based upon the price on an Approved Exchange pursuant to this clause (x) prior to the termination (without
replacement) of the Credit Agreement, without the consent of the Administrative Agent and (y) after termination
(without replacement) of the Credit Agreement, unless the Issuer shall have notified the Trustee, S&P and the
Holders of the Rated Notes in writing and S&P has not objected within fifteen (15) days of such disclosure, (b) the
lower of the bid prices at such date quoted by two Approved Dealers, (c) the average of the bid prices at such date
quoted by three Approved Dealers, or (d) the price obtained at such date from an Approved Pricing Service.
SECTION 5.
Certain Definitions.
Following are certain definitions used in this Appendix and elsewhere in this Offering Circular:
"Affiliate" has the meaning assigned to such term in the Credit Agreement.
"Approved Counterparty" means (i) any Lender or Affiliate of any Lender or (ii) any counterparty set
forth in the Credit Agreement (or any successor to any such listed counterparty) or any other counterparty
designated by the Issuer in writing and not objected to by the Administrative Agent or S&P in their reasonable
discretion within 30 days of their receipt of notice of such designation; provided, however, that if the Credit
Agreement is terminated without replacement, "Approved Counterparty" means any Approved Counterparty that
was an "Approved Counterparty" immediately prior to termination of the Credit Agreement and any additional
Approved Counterparty listed in the Indenture or otherwise disclosed in writing by the Issuer to the Trustee, S&P
and the Holders of the Rated Notes and not objected to by S&P within 15 days of such disclosure.
"Approved Dealer" means (a) in the case of any Fund Investment that is not a U.S. Government Security,
any bank or broker-dealer set forth in the Credit Agreement (or any successor to any such listed bank or brokerdealer)
or any other bank or broker-dealer designated by the Issuer in writing and not objected to by the
Administrative Agent or S&P in their reasonable discretion within 30 days of their receipt of notice of such
designation and (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities, as
reported by the FRB, which as of the date hereof maintains a website at http://www.ny.frb.org; provided, however,
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