Untitled - Irish Stock Exchange

een cured or waived or shall have ceased to exist, then no payment shall be made by the Issuers, any paying agent
or the Trustee on account of principal, premium (if any), Breakage Costs (if any) or interest on the Class E Notes or
distributions to the Income Notes, and no payment may be made by the Issuers in connection with the purchase or
other acquisition of any Class E Notes (including pursuant to a Permitted Refinancing). In addition, if the Issuers
shall be required to prepay any Class D Notes, then, unless and until such mandatory prepayment has been made or
is no longer required, no payment shall be made by the Issuer, any paying agent or the Trustee on account of the
principal, premium (if any), Breakage Costs (if any) or interest on the Class E Notes or distributions to the Income
Notes, and no payment may be made by the Issuer in connection with the purchase or other acquisition of any Class
E Notes (including pursuant to a Permitted Refinancing).
If an Event of Default under the Indenture that is not a Class D Payment Default which would give the
Holders of Class D Notes the right to accelerate any such Class D Notes prior to their stated maturity (a "Class D
Non-Payment Default") shall have occurred and be continuing and the Secured Parties Representative or, if the
Credit Agreement shall no longer be in effect, the Trustee, upon the receipt of instructions from the Controlling
Class, gives notice of blockage with respect to such Class D Non-Payment Default ("Class D Blockage Notice") to
the Issuer (the date such Class D Blockage Notice is given being referred to as the "Class D Blockage Notice
Date"), then, until all outstanding Class D Notes are paid in full, no payment of principal, premium (if any),
Breakage Costs (if any) or interest on the Class E Notes (including pursuant to a Permitted Refinancing) or
distributions to the Income Notes may be made by the Issuer during the period (the "Class D Blockage Period")
commencing on the Class D Blockage Notice Date and ending on the earliest of (A) 180 days after the Class D
Blockage Notice Date; (B) the date such Event of Default is cured or waived; and (C) the date the Secured Parties
Representative or, if the Credit Agreement shall no longer be in effect, the Trustee, upon the receipt of instructions
from the Controlling Class, shall have given notice to the Issuer of the termination of the Class D Blockage Period.
No more than one Class D Blockage Notice may be given during any period of 365 consecutive days.
At any time when the Issuer is prohibited from making any payment of principal of, premium (if any) or
interest on or Breakage Costs (if any) with respect to on the Class E Notes as described in the two preceding
paragraphs, neither the Trustee nor the Holders of the Class E Notes may (A) accelerate the maturity of the principal,
premium (if any), accrued interest on or Breakage Costs (if any) with respect to the Class E Notes, (B) commence
any judicial action or proceeding to collect payment of the principal, premium (if applicable) or interest on the Class
E Notes or (C) commence an involuntary case or proceeding in bankruptcy against the Issuer (or the Co-Issuer).
Any interest on the Class E Notes that would be payable to Noteholders on a Payment Date but is not paid
because of a Class D Payment Default, a Class D Non-Payment Default or the prepayment of the Class D Notes in
accordance with the Over-Collateralization Test shall be added to the Outstanding Principal Amount of the Class E
Notes on such Payment Date and will thereafter cease to be payable as interest (but will, to the extent permitted by
law, bear interest at the rate stated to be payable on such Class of Notes). The addition of interest on the Class E
Notes to the Outstanding Principal Amount of such Class E Notes in lieu of the cash payment of such interest in
accordance with the terms of this paragraph shall be deemed to satisfy the payment of such interest for all purposes
of the Indenture and shall not constitute an Event of Default thereunder. Such interest added to the Outstanding
Principal Amount of the Class E Notes (i) shall be deemed, upon the payment of any principal on the Class E Notes,
to be repaid prior to the repayment of any other principal of the Class E Notes, (ii) will be repaid (unless prohibited
under the Indenture, the Credit Agreement or the Pledge and Intercreditor Agreement) as directed by the Investment
Manager; provided, that the Issuer shall have delivered a written certificate to the Trustee stating that there will be
sufficient funds to pay all amounts due on the following Payment Date, and (iii) shall not be entitled to the benefit of
any Make-Whole Premium.
Security for the Notes and Custodial Account
The Notes, the Senior Facility and the Issuer's obligations to the counterparties under any Secured Hedging
Transactions will be secured by the Collateral. The Collateral will consist of a portfolio of Fund Investments held in
the Custodial Account, all income from such investments and all proceeds of the conversion of the foregoing into
cash or other property. The Collateral will not necessarily include all Fund Investments of the Issuer. The security
interest granted for the benefit of the Holders of the Senior Facility will rank pari passu with the security interest
granted with respect to the Secured Hedging Transactions. The security interest granted for the benefit of the
Holders of the Class B Notes will be subordinate to the security interest granted with respect to the Senior
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