Untitled - Irish Stock Exchange

(13) The purchaser will not initiate or cause the filing of a petition in bankruptcy against the Issuer before one
year and one day (or, if longer, the applicable preference period then in effect) have elapsed since the
payment in full of the Notes.
(14) The purchaser agrees to treat the Rated Notes as debt for U.S. tax purposes and the Income Notes as equity
for U.S. tax purposes, and further agrees to take no action inconsistent with such treatment. The purchaser
understands that the Issuer may require such certification as is reasonably necessary to (i) permit the Issuer
to make payments to it without, or at a reduced rate of, withholding or (ii) enable the Issuer to qualify for a
reduced rate of withholding in any jurisdiction from or through which the Issuer receives payments on its
assets. The purchaser agrees to provide any such certification that is requested by the Issuer.
Under the Indenture, the Issuer will agree to comply with the requirements of Rule 144A under the
Securities Act relative to providing information to prospective purchasers in the secondary market.
Each purchaser of Rated Notes represented by an interest in a Regulation S Global Note will be deemed to
have made the representations set forth in clauses (2), (3), (4), (6), (7), (8), (9), (10), (11), (12) and (13) above and to
have further represented and agreed as follows (terms used in this paragraph that are defined in Regulation S under
the Securities Act are used herein as defined therein):
(1) The purchaser is aware that the sale of Rated Notes to it is being made in reliance on the exemption from
registration provided by Regulation S under the Securities Act and understands that the Rated Notes offered
in reliance on Regulation S under the Securities Act will bear the legend set forth above and be represented
by one or more Regulation S Global Notes.
(2) The purchaser is not a U.S. Person and is purchasing in an offshore transaction. The Regulation S Global
Notes so represented may not at any time be held by or on behalf of U.S. Persons as defined in Regulation
S under the Securities Act. The purchaser and each beneficial owner of the Rated Notes that it holds is not,
and will not be, a U.S. Person as defined in Regulation S under the Securities Act or a United States
resident for purposes of the Investment Company Act. Before any interest in a Regulation S Global Note
may be offered, resold, pledged or otherwise transferred to a person who takes delivery in the form of an
interest in a Rule 144A Global Note, the transferee will be required to provide the Trustee with a written
certification (on the terms provided in the Indenture) as to compliance with the transfer restrictions.
Income Notes
Each purchaser of Income Notes issued in the form of a Certificated Income Note will be required to
represent as follows (terms used in this paragraph that are defined in Regulation D, Regulation S or Rule 144A
under the Securities Act, as applicable, are used herein as defined therein):
(1) The purchaser is either (I) (A) (x) a qualified institutional buyer as defined in Rule 144A under the
Securities Act (each, a "QIB") who is also a qualified purchaser for purposes of Section 3(c)(7) of the
Investment Company Act (each, a "Qualified Purchaser") or (y) an "institutional accredited investor"
meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) (each,
an "Institutional Accredited Investor") who is also a Qualified Purchaser, (B) aware that the initial sale of
the Income Notes to it is being made in reliance on the exemption from registration provided by Rule 144A
or Section 4(2) under the Securities Act and that the purchaser and each beneficial owner of the Income
Notes that it holds is not, and will not be, a U.S. Person as defined in Regulation S under the Securities Act
or a United States resident for purposes of the Investment Company Act and (C) acquiring the Income
Notes for its own account or for one or more accounts, each of which is (x) a QIB who is also a Qualified
Purchaser or (y) an Institutional Accredited Investor who is also a Qualified Purchaser, and as to each of
which the purchaser exercises sole investment discretion, and in a principal amount of not less than
U.S.$250,000, or (II) (x) not a U.S. Person and is purchasing in an offshore transaction and that the Income
Notes so represented may not at any time be held by or on behalf of U.S. Persons as defined in Regulation
S under the Securities Act and (y) is aware that the sale of Income Notes to it is being made in reliance on
the exemption from registration provided by Regulation S under the Securities Act and understands that the
Income Notes offered in reliance on Regulation S under the Securities Act will bear the legend set forth
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