Untitled - Irish Stock Exchange

to the security interest granted with respect to the Senior
Indebtedness and the Class B Notes. The security interest granted
for the benefit of the Holders of the Class D Notes will be
subordinate to the security interest granted with respect to the Senior
Indebtedness, the Class B Notes and the Class C Notes. The
security interest granted for the benefit of the Holders of the Class E
Notes will be subordinate to the security interest granted with
respect to the Senior Indebtedness, the Class B Notes, the Class C
Notes and the Class D Notes. The security interest granted for the
benefit of the Holders of the Income Notes will be subordinated to
the security interest granted with respect to the Senior Indebtedness,
the Class B Notes, the Class C Notes, the Class D Notes and the
Class E Notes.
The Collateral will be held in one or more segregated accounts
(collectively, the "Custodial Account") for the benefit of the
Lenders, the secured hedging creditors with respect to any Secured
Hedging Transactions, the agent under the Senior Facility and the
Trustee for the benefit of the Holders of the Notes. The Custodial
Account will be maintained by a single custodian (the "Custodian")
appointed by the Issuer pursuant to the Custodial Agreement. The
initial Custodian is JPMorgan Chase Bank, National Association.
To comply with the Over-Collateralization Test set forth in the
Indenture and described below, the Issuer initially will pledge
substantially all of its assets as Collateral. Under certain
circumstances, the Issuer will be permitted to acquire and hold
assets not subject to the security interest granted for the benefit of
the Lenders, secured hedging creditors and the agent under the
Senior Facility and the Trustee for the benefit of the Holders of the
Notes and to withdraw assets from the Collateral.
Collateral ....................................................
The collateral for the Notes, the Senior Facility and the Issuer's
obligations to the counterparties under any Secured Hedging
Transactions (the "Collateral") will consist of a portfolio of Bank
Loans, High Yield Debt, Mezzanine Investments, Special Situations
and other Fund Investments held in the Custodial Account, income
from such investments and proceeds from the conversion of the
foregoing into cash or other property. The Collateral will not
necessarily include all Fund Investments of the Issuer.
Financial Covenants.................................... The Indenture will contain certain covenants described in
"Description of the Notes—Certain Covenants," including the
following:
Over-Collateralization Test. The Issuers' indebtedness under the
Senior Facility, Secured Hedging Transactions and the Rated Notes
will be limited based upon the discounted value of the Collateral
(the "Over-Collateralization Test"), which will be separately
determined under each of (i) the Moody's Valuation Procedures
described in the Moody's Collateral Valuation Schedule attached as
Appendix A hereto, and (ii) the S&P Valuation Procedures
described in the S&P Collateral Valuation Schedule attached as
Appendix B hereto for (A) the Senior Indebtedness (the "Senior
Advance Amounts"), (B) the Senior Indebtedness plus the Class B
Notes (the "Class B Advance Amounts"), (C) the Senior
Indebtedness plus the Class B Notes and Class C Notes (the "Class
11