Untitled - Irish Stock Exchange

"Senior Advance Amount" means the S&P Advance Amount calculated using the Senior Advance Rate.
"Senior Indebtedness" means all Debt and other payment obligations (including, without limitation,
interest ("Interest") that would accrue but for the filing of a petition initiating a Proceeding, whether or not a claim
for such Interest is allowed in the Proceeding) of the Issuer arising under or in respect of the Credit Agreement or
the promissory notes issued thereunder or other agreements related thereto, whether outstanding on the date of the
Indenture or thereafter created or incurred; provided, however, that Senior Indebtedness shall not include any Debt
or such other obligations incurred in violation of the Credit Agreement or the Indenture.
"Senior Over-Collateralization Test" has the meaning assigned to such term in Section 1 of this
Appendix.
"Special Participation" means a Bank Loan Participation (or a total return swap with respect to a Bank
Loan) if any selling institution (or swap counterparty) with respect thereto has senior, unsecured, unguaranteed longterm
debt rated less than "A+" by S&P.
"Special Situation Investments" means all equity Securities (regardless of their liquidity), all non-
Performing debt obligations and all Structured Product Transactions (other than Fully Collateralized Structured
Product Transactions).
"Specified Foreign Country" means each Designated Country other than (x) a country whose sovereign
debt in a non-local currency is rated "AAA" by S&P or (y) a country whose sovereign debt in a non-local currency
is rated "AA" or better by S&P and which in the case of (y) which is (a) a member of the European Union that has
adopted the Euro as its lawful currency, (b) Canada or (c) Great Britain.
"Structured Product Transaction" means a Hedging and Short Sale Transaction that is a CDS
Transaction or TRS Transaction between the Issuer and a counterparty that is, on the date such Hedging and Short
Sale Transaction is entered into, a Lender or an Affiliate of a Lender, in each case that is an Eligible Counterparty,
and pursuant to which (i) the initial and minimum amount of collateral that the Issuer is required to pledge as
collateral for such Hedging and Short Sale Transaction is not less than 10% of the notional amount of such Hedging
and Short Sale Transaction; and (ii) the counterparty does not have recourse to the Collateral for amounts owing to
such counterparty thereunder. At the time a Bank Loan is made the subject of a Structured Product Transaction,
such Bank Loan must be an Asset Category B-1 Investment. At the time a High Yield Security is made the subject
of a Structured Product Transaction, such High Yield Security must (i) be an Asset Category C-1, C-2, C-3, D-1, D-
2, D-3, E-1, E-2 or E-3 Investment and (ii) not be a Non-Cash Pay Instrument. In no event will "Structured Product
Transactions" include CDO Securities.
"Swap Transaction" means: (i) any rate, basis, commodity, currency, debt or equity swap; (ii) any put, cap,
collar or floor agreement; (iii) any rate, basis, commodity, currency, debt or equity futures or forward agreement; (iv)
any rate, basis, commodity, currency, debt or equity option representing an obligation to buy or sell a security,
commodity, currency, debt or equity; and (v) any other similar agreement.
"Total Capitalization" means the sum of (a) Contributed Fund Capital plus aggregate undistributed net
income of the Issuer (as determined quarterly in accordance with GAAP and set forth in the Issuer's financial
statements) minus net loss of the Issuer (determined quarterly in accordance with GAAP and set forth in the Issuer's
financial statements), in each case excluding any reduction in Fund Equity as a result of placement or structuring
fees and organizational expenditures, (b) the Outstanding Principal Amount of the Rated Notes, and (c) the
aggregate Outstanding Principal Amount of the Loans under and as defined in the Credit Agreement plus the amount,
if any, by which the Total Maximum Commitment exceeds the Outstanding Principal Amount of the Loans;
provided, however, that during the first 174 days following the Closing Date, for purpose of clauses (i) through (v)
of the Portfolio Limitations, "Total Capitalization" will be the greater of (i) the amount determined pursuant to
clauses (a), (b) and (c) above and (ii) $300,000,000; provided, further, that, for purposes of the definition of
Portfolio Limitations, Total Capitalization shall not exceed $360,000,000.
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