Untitled - Irish Stock Exchange

Certain Covenants
The Indenture will contain, among others, the following covenants:
Collateral Valuation Covenant.
The Issuer will covenant that on any Business Day, if:
(a) the sum of the Outstanding Principal Amount of Debt under the Credit Agreement, for
purposes of applying the Over-Collateralization Test applicable to the Senior Indebtedness,
(b) the sum of the Outstanding Principal Amount of Debt under the Credit Agreement and
the Outstanding Principal Amount of the Class B Notes, for purposes of applying the Over-Collateralization
Test applicable to the Senior Indebtedness plus the Class B Notes,
(c) the sum of the Outstanding Principal Amount of Debt under the Credit Agreement and
the Outstanding Principal Amount of the Class B Notes and the Class C Notes, for purposes of applying the
Over-Collateralization Test applicable to the Senior Indebtedness plus the Class B Notes plus the Class C
Notes,
(d) the sum of the Outstanding Principal Amount of Debt under the Credit Agreement and
the Outstanding Principal Amount of the Class B Notes, the Class C Notes and the Class D Notes, for
purposes of applying the Over-Collateralization Test applicable to the Senior Indebtedness plus the Class B
Notes plus the Class C Notes plus the Class D Notes, or
(e) the sum of the Outstanding Principal Amount of Debt under the Credit Agreement and
the Outstanding Principal Amount of the Class B Notes, the Class C Notes, the Class D Notes and the Class
E Notes, for purposes of applying the Over-Collateralization Test applicable to the Senior Indebtedness plus
the Class B Notes plus the Class C Notes plus the Class D Notes plus the Class E Notes,
exceeds the relevant Advance Amount determined as described below as of such Business Day (the date of such
excess amount, the "Excess Date," and any such excess amount, an "Excess Amount"), the Issuer shall, at its option,
within 10 Business Days of such Excess Date, either (i) prepay, first the Debt under the Credit Agreement, then the
Class B Notes, then the Class C Notes, then the Class D Notes and finally the Class E Notes in such amounts as
shall be necessary so that the aggregate Outstanding Principal Amount of the Senior Indebtedness, Senior
Indebtedness plus the Class B Notes, Senior Indebtedness plus the Class B Notes plus the Class C Notes, Senior
Indebtedness plus the Class B Notes plus the Class C Notes plus the Class D Notes, and Senior Indebtedness plus
the Class B Notes plus the Class C Notes plus the Class D Notes plus the Class E Notes, as applicable, shall be equal
to or less than the relevant Advance Amount then in effect or (ii) provide a written statement to the Trustee (and a
copy thereof to Moody's and S&P) as of any date (a "Statement Date") showing projected compliance with the
Over-Collateralization Test as of any subsequent date within such 10 Business Days based upon reasonably
expected settlements of all committed purchases and sales of Fund Investments pledged as Collateral, all anticipated
additions to the Collateral of cash and of Fund Investments that are not pledged as Collateral and all anticipated
prepayments of its Debt (including the sources of the funds therefor) to be completed within such 10 Business Days,
calculated by reference to the Market Value, "Market Value Prices", Over-Collateralization Test and Debt in effect
or outstanding, as the case may be, as of such Statement Date; provided, however, that in the event that the Issuer
fails to come into compliance with the Over-Collateralization Test, by completing the transactions described in any
statement delivered pursuant to the foregoing clause (ii) or otherwise (including as a result of changes in the value of
the Collateral), within such 10 Business Day period, the Issuer shall make the prepayments required pursuant to the
foregoing clause (i) no later than the last day of such 10 Business Day period. No Make-Whole Premium or
Breakage Costs shall be payable in connection with any prepayment of the Notes pursuant to the terms of the Over-
Collateralization Test. The Issuer shall deliver to Moody's, S&P and the Trustee a statement as to compliance with
the Over-Collateralization Test within 10 Business Days after each Reporting Date. See "Risk Factors—Sale of
Collateral" and "Risk Factors—Potential Illiquidity of Fund Investments."
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