Untitled - Irish Stock Exchange

IN THE CASE OF (1) AND (3) ABOVE, TO A BUYER WHICH CONSTITUTES A "QUALIFIED
PURCHASER" FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF THIS NOTE WILL BE DEEMED
TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.7 OF THE
INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE NULL AND VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS
TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE
ISSUER, THE CO-ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER
DETERMINES OR IS NOTIFIED THAT THE HOLDER OF A BENEFICIAL INTEREST IN SUCH NOTE WAS
IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE
INDENTURE, THE TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS NOTE OR SUCH INTEREST
IN SUCH NOTE VOID AND REQUIRE THAT THIS NOTE OR SUCH INTEREST HEREIN BE
TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER.
The Co–Issued Notes will bear the following additional legend:
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT TO A PERSON THAT REPRESENTS, WARRANTS AND COVENANTS THAT EITHER (I) IT IS
NOT, AND THROUGHOUT THE HOLDING OF SUCH NOTE WILL NOT BECOME OR TRANSFER ITS
INTEREST TO, AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS
SUBJECT TO ERISA OR A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO SECTION
4975 OF THE CODE, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF ANY
SUCH PLAN, OR A GOVERNMENTAL, FOREIGN OR CHURCH PLAN SUBJECT TO ANY FEDERAL,
FOREIGN, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (II) ITS PURCHASE AND HOLDING OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE (OR IN THE CASE OF ANY GOVERNMENTAL, FOREIGN OR
CHURCH PLAN, ANY FEDERAL, LOCAL, STATE OR FOREIGN LAW SUBSTANTIALLY SIMILAR TO
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) BECAUSE SUCH PURCHASE AND HOLDING
OF SUCH NOTE EITHER (A) IS NOT, AND WILL NOT BECOME, SUBJECT TO SUCH LAWS, OR (B) IS
COVERED BY AN EXEMPTION FROM ALL APPLICABLE PROHIBITED TRANSACTIONS, ALL OF THE
CONDITIONS OF WHICH ARE AND WILL BE SATISFIED UPON THE ACQUISITION OF, AND
THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE. ANY PURPORTED TRANSFER OF THIS
NOTE THAT DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE NULL AND VOID AB
INITIO.
The Class E Notes will bear the following additional legend:
EACH PURCHASER AND EACH TRANSFEREE OF THIS NOTE WILL BE REQUIRED OR
DEEMED, AS APPLICABLE, TO REPRESENT AND WARRANT THAT IT IS NOT, AND IS NOT ACTING
ON BEHALF OF, A PERSON THAT IS A BENEFIT PLAN INVESTOR (AS DEFINED BELOW). AN
INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A BENEFIT PLAN INVESTOR AT
ANY TIME. "BENEFIT PLAN INVESTOR" MEANS ANY (A) "EMPLOYEE BENEFIT PLAN" (AS
DEFINED IN SECTION 3(3) OF ERISA) SUBJECT TO TITLE I OF ERISA (B) A "PLAN" (AS DEFINED IN
SECTION 4975(e)(1) OF THE CODE) SUBJECT TO SECTION 4975 OF THE CODE, INCLUDING WITHOUT
LIMITATION INDIVIDUAL RETIREMENT ACCOUNTS AND KEOGH PLANS, OR (C) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH AN EMPLOYEE BENEFIT
PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY, INCLUDING WITHOUT LIMITATION, AS
APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT. ANY PURPORTED TRANSFER OF
THE CLASS E NOTES TO A PURCHASER THAT DOES NOT COMPLY WITH THE FOREGOING
REQUIREMENTS WILL BE NULL AND VOID AB INITIO.
The Class D Notes and the Class E Notes will bear the following additional legend:
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