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Untitled - Irish Stock Exchange

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(including pursuant to a Permitted Refinancing). In addition, if the Issuers shall be required to prepay any Class B<br />

Notes, then, unless and until such mandatory prepayment has been made or is no longer required, no payment shall<br />

be made by the Issuers, any paying agent or the Trustee on account of the principal, premium (if any), Breakage<br />

Costs (if any) or interest on the Class C Notes, the Class D Notes or the Class E Notes or distributions to the Income<br />

Notes, and no payment may be made by the Issuers in connection with the purchase or other acquisition of any Class<br />

C Notes, Class D Notes or Class E Notes (including pursuant to a Permitted Refinancing).<br />

If an Event of Default under the Indenture that is not a Class B Payment Default which would give the<br />

Holders of Class B Notes the right to accelerate any such Class B Notes prior to their stated maturity (a "Class B<br />

Non-Payment Default") shall have occurred and be continuing and the Secured Parties Representative or, if the<br />

Credit Agreement shall no longer be in effect, the Trustee, upon the receipt of instructions from the Controlling<br />

Class, gives notice of blockage with respect to such Class B Non-Payment Default ("Class B Blockage Notice") to<br />

the Issuers (the date such Class B Blockage Notice is given being referred to as the "Class B Blockage Notice<br />

Date"), then, until all outstanding Class B Notes are paid in full, no payment of principal, premium (if any),<br />

Breakage Costs (if any) or interest on the Class C Notes, the Class D Notes or the Class E Notes (including pursuant<br />

to a Permitted Refinancing) or distributions to the Income Notes may be made by the Issuers (or, in case of the Class<br />

E Notes, the Issuer) during the period (the "Class B Blockage Period") commencing on the Class B Blockage<br />

Notice Date and ending on the earliest of (A) 180 days after the Class B Blockage Notice Date; (B) the date such<br />

Event of Default is cured or waived; and (C) the date the Secured Parties Representative or, if the Credit Agreement<br />

shall no longer be in effect, the Trustee, upon the receipt of instructions from the Controlling Class, shall have given<br />

notice to the Issuers of the termination of the Class B Blockage Period. No more than one Class B Blockage Notice<br />

may be given during any period of 365 consecutive days.<br />

At any time when the Issuer is prohibited from making any payment of principal of, premium (if any) or<br />

interest on or Breakage Costs (if any) with respect to the Class C Notes, the Class D Notes or the Class E Notes as<br />

described in the two preceding paragraphs, neither the Trustee nor the Holders of the Class C Notes, the Class D<br />

Notes or the Class E Notes may (A) accelerate the maturity of the principal, premium (if any) or accrued interest on<br />

or Breakage Costs (if any) with respect to the Class C Notes, the Class D Notes or the Class E Notes, (B) commence<br />

any judicial action or proceeding to collect payment of the principal, premium (if applicable) or interest on the Class<br />

C Notes, the Class D Notes or the Class E Notes or (C) commence an involuntary case or proceeding in bankruptcy<br />

against the Issuer (or the Co-Issuer).<br />

Any interest on the Class C Notes, the Class D Notes or the Class E Notes that would be payable to<br />

Noteholders on a Payment Date but is not paid because of a Class B Payment Default, a Class B Non-Payment<br />

Default or the prepayment of the Class B Notes in accordance with the Over-Collateralization Test shall be added to<br />

the Outstanding Principal Amount of the Class C Notes, the Class D Notes or the Class E Notes, as applicable, on<br />

such Payment Date and will thereafter cease to be payable as interest (but will, to the extent permitted by law, bear<br />

interest at the rate stated to be payable on such Class of Notes). The addition of interest on the Class C Notes, the<br />

Class D Notes or the Class E Notes, as applicable, to the Outstanding Principal Amount of such Class C Notes,<br />

Class D Notes or Class E Notes, as applicable, in lieu of the cash payment of such interest in accordance with the<br />

terms of this paragraph shall be deemed to satisfy the payment of such interest for all purposes of the Indenture and<br />

shall not constitute an Event of Default thereunder. Such interest added to the Outstanding Principal Amount of the<br />

Class C Notes, the Class D Notes or the Class E Notes, as applicable, (i) shall be deemed, upon the payment of any<br />

principal on the Class C Notes, the Class D Notes or the Class E Notes, as applicable, to be repaid prior to the<br />

repayment of any other principal of the Class C Notes, the Class D Notes or the Class E Notes, as applicable,<br />

(ii) will be repaid (unless prohibited under the Indenture, the Credit Agreement or the Pledge and Intercreditor<br />

Agreement) as directed by the Investment Manager; provided, that the Issuer shall have delivered a written<br />

certificate to the Trustee stating that there will be sufficient funds to pay all amounts due on the following Payment<br />

Date, and (iii) shall not be entitled to the benefit of any Make-Whole Premium.<br />

Class C Defaults. If (i) a default by the Issuer in the payment of principal of, premium (if any) or interest<br />

on or Breakage Costs (if any) with respect to Class C Notes shall have occurred and be continuing (a "Class C<br />

Payment Default") or (ii) a failure by the Issuer to be in compliance with the Over-Collateralization Test shall have<br />

occurred and be continuing (prior to giving effect to any applicable grace period), unless and until such Class C<br />

Payment Default or failure to be in compliance with the Over-Collateralization Test, as the case may be, shall have<br />

been cured or waived or shall have ceased to exist, then no payment shall be made by the Issuers, any paying agent<br />

59

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