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LCP Proudreed PLC - Irish Stock Exchange

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insufficient after payment of all other claims ranking in priority to the Class A Notes, the Class B<br />

Notes, the Class C Notes and/or the Class D Notes (as the case may be) to make payment of all<br />

amounts due on such Notes in full. After the application of any such proceeds of enforcement<br />

towards payment of amounts due under the Class A Notes, the Class B Notes, the Class C Notes<br />

and/or the Class D Notes (as the case may be) in accordance with the Issuer Deed of Charge, any<br />

further principal, interest and other amounts (if any) whatsoever due in respect of the Class A<br />

Notes, the Class B Notes, the Class C Notes and/or the Class D Notes (as the case may be) shall be<br />

due and payable to the Post-Enforcement Call Option Holder.<br />

Each of the Class A Noteholders Class B Noteholders, Class C Noteholders and Class D<br />

Noteholders acknowledges and undertakes that, by subscribing for or purchasing the Class A Notes,<br />

Class B Notes, Class C Notes or the Class D Notes (as the case may be), they shall upon subscription<br />

or purchase be deemed to have agreed to be bound by, and to the extent necessary to have ratified,<br />

the Note Trustee’s entry into the Post-Enforcement Call Option Deed.<br />

No Purchase by Issuer<br />

(i) The Issuer will not be permitted to purchase any of the Notes.<br />

7. PAYMENTS<br />

Payments in respect of Global Notes<br />

(a) Payments of interest on the Temporary Global Notes will only be made upon certification of non-US<br />

beneficial ownership unless such certification has already been made.<br />

On and after the <strong>Exchange</strong> Date, no payment will be made on any Temporary Global Note unless<br />

exchange for an interest in the corresponding Permanent Global Note has been improperly withheld<br />

or refused. Payments of principal, interest and other amounts (if any) in respect of Notes<br />

represented by a Global Note will be made against presentation for endorsement and, if no further<br />

payment falls to be made in respect of the Notes, surrender of such Global Note to the order of the<br />

Principal Paying Agent. A record of each payment made will be endorsed on the appropriate<br />

schedule to the relevant Global Note by the Issuer (or by the Principal Paying Agent on its behalf).<br />

Such endorsement shall be prima facie evidence that such payment has been made in respect of the<br />

Global Note.<br />

Payments of Principal in respect of Definitive Notes<br />

(b) Payments of principal in respect of the Definitive Notes will be made against presentation and (in<br />

the case of final redemption, provided that payment is made in full) surrender of the Definitive<br />

Notes at the specified office of any Paying Agent.<br />

Payments of Interest in respect of Definitive Notes<br />

(c) Payments of interest in respect of the Definitive Notes will (subject as provided in Condition 7(f)<br />

(Payments - Unmatured Coupons and Talons Void) and Condition 7(g) (Payments – Payment of<br />

Interest on Withheld Amounts) below) be made against presentation and (provided that payment is<br />

made in full) surrender of the relevant Coupons at the specified office of any Paying Agent.<br />

Currency of Payment<br />

(d) Payments in respect of the Notes will be made in Sterling by cheque drawn on a bank in the United<br />

Kingdom or, at the option of the Noteholder, by transfer to a Sterling account maintained by the<br />

payee.<br />

Payments subject to the Issuer Deed of Charge and all Fiscal Laws<br />

(e) Payments of principal, interest and other amounts (if any) in respect of the Notes are subject in all<br />

cases to the applicable Issuer Priority of Payments and the Issuer Deed of Charge and to any fiscal<br />

or other laws and regulations applicable thereto.<br />

Unmatured Coupons and Talons Void<br />

(f) On the date on which any Definitive Note becomes due and payable in full, unmatured Coupons and<br />

163

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