Untitled - Irish Stock Exchange

amount of Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration
and its consequences if:
(i)
the Issuer has paid or deposited with the Trustee a sum sufficient to pay:
(A)
all amounts due and owing under the Indenture; and
(B) all unpaid taxes and all expenses and other sums paid or advanced by, or
owing to, the Trustee, the Issuer and the Administrator under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee, the
Issuer, the Administrator, and their respective agents and counsel; and
(ii) the Trustee has determined that all Events of Default, other than the nonpayment of
amounts owing with respect to the Notes that have become due solely by such acceleration, have been
cured or waived as provided in the Indenture and Noteholders of at least a majority of the aggregate
outstanding principal amount of Notes by written notice to the Trustee have agreed with such
determination.
The Indenture provides that, if an Event of Default shall have occurred and be continuing, and the
Notes have been declared due and payable and such declaration and its consequences have not been
rescinded and annulled, the Trustee may after notice to the Noteholders, and the Trustee shall, upon
direction by Noteholders of at least a majority of the aggregate outstanding principal amount of the Notes,
to the extent permitted by applicable law, exercise one or more of the following rights, privileges and
remedies:
(a) institute any suit in equity, action at law or other judicial or administrative
proceeding ("Proceedings") against the Issuer for the collection of all amounts then payable on
the Notes or otherwise payable under the Indenture in respect of the Notes, whether by
declaration or otherwise and enforce any judgment obtained;
(b) take any other appropriate action to protect and enforce the rights and remedies
of the Trustee and the Noteholders under the Indenture; and
(c)
exercise any other rights and remedies that may be available at law or in equity.
The Indenture provides that neither the Trustee nor any Noteholder may institute any proceeding
against the Income Notes Issuer for any default or other breach under the Indenture or the Notes. The
Indenture provides that, except as contemplated therein and in the other documents and transactions
contemplated thereby, the Issuer may not, directly or indirectly, enter into a transaction directly or
indirectly with or for the benefit of any affiliate (including, without limitation, guarantees and
assumptions of obligations of any affiliate); provided, that the Indenture does permit the Issuer in any
event to enter into any such transaction with any of its affiliates or for the benefit of any of its affiliates in
the ordinary course of business if (i) the monetary or business consideration arising therefrom would be
substantially as advantageous to the Issuer (and the Noteholders) as the monetary or business
consideration which it would obtain in a comparable arm's length transaction with a person not an affiliate
of the Issuer, (ii) such transaction is effected on an arms' length basis in accordance with all requirements
of applicable law and (iii) such transaction is effected on prevailing market terms.
Notices
Forthwith upon receipt by the Issuer of any notice in respect of the Underlying Income Notes, the
Issuer shall cause the Administrator to send a copy of such notice to the Trustee, and then the Trustee
16