Untitled - Irish Stock Exchange

IF THE TRANSFER OF THIS NOTE IS TO BE MADE PURSUANT TO CLAUSE (1) OR (2) OF THE
PRECEDING PARAGRAPH, THE TRANSFEREE OF THIS NOTE WILL BE REQUIRED TO EXECUTE AND
DELIVER TO THE ISSUER AND THE TRUSTEE A CERTIFICATE, SUBSTANTIALLY IN THE FORM
ATTACHED TO THE INDENTURE REFERRED TO HEREIN, STATING THAT, AMONG OTHER THINGS,
THE TRANSFEREE IS (Y) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A UNDER THE SECURITIES ACT WHO IS ALSO A QUALIFIED PURCHASER WITHIN THE MEANING
OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT, PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A UNDER THE SECURITIES ACT WHO IS ALSO A QUALIFIED PURCHASER WITHIN THE MEANING
OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT, OR (Z) AN INSTITUTIONAL ACCREDITED
INVESTOR WHO IS ALSO A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 3(c)(7) OF
THE INVESTMENT COMPANY ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF AN INSTITUTIONAL ACCREDITED INVESTOR WHO IS ALSO A QUALIFIED PURCHASER WITHIN
THE MEANING OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT, WHO IS DELIVERING, IF
SO REQUESTED BY THE ISSUER OR THE INVESTMENT MANAGER, AN OPINION OF COUNSEL
ACCEPTABLE TO THE ISSUER, THE INVESTMENT MANAGER OR THE TRUSTEE THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT. ANY PURPORTED TRANSFER OF THIS
NOTE TO A TRANSFEREE THAT DOES NOT COMPLY WITH THE REQUIREMENTS SET FORTH ABOVE
SHALL BE NULL AND VOID AB INITIO.
IF THE TRANSFER OF THIS NOTE IS TO BE MADE PURSUANT TO CLAUSE (3) OF THE
SECOND PRECEDING PARAGRAPH, THE TRANSFEREE OF THIS NOTE MAY BE REQUIRED TO
DELIVER TO THE ISSUER AND THE TRUSTEE A LETTER, SUBSTANTIALLY IN THE FORM
ATTACHED TO THE INDENTURE, STATING THAT, AMONG OTHER THINGS, THE TRANSFEREE IS
NOT A U.S. PERSON. ANY PURPORTED TRANSFER OF THIS NOTE TO A TRANSFEREE THAT DOES
NOT COMPLY WITH THE REQUIREMENTS SET FORTH ABOVE SHALL BE NULL AND VOID AB INITIO.
EACH PURCHASER AND EACH TRANSFEREE OF THIS NOTE WILL BE REQUIRED 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) "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) 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 INCOME NOTES
TO A PURCHASER THAT DOES NOT COMPLY WITH THE FOREGOING REQUIREMENTS WILL BE
NULL AND VOID AB INITIO.
(8) The purchaser, upon such purchase and throughout the holding of the Income Notes, is not, is not acting on
behalf of and will not become a Benefit Plan Investor. No sale or transfer of the Income Notes (or any
interest therein) may be made to a transferee purchasing for its own account, or for the account of a person,
that is a Benefit Plan Investor or using the assets of any Benefit Plan Investor to acquire the Income Notes.
For purposes of the foregoing, "Benefit Plan Investor" means any (1) "employee benefit plan" (as defined
in Section 3(3) of ERISA) subject to Title I of ERISA, (2) "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 (3) entity whose underlying assets include assets of Benefit Plan Investors 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. The purchaser acknowledges that any purported
transfer of the Income Notes to a purchaser that does not comply with the foregoing requirements will be
null and void ab initio.
(9) The purchaser, if not a "United States person" (as defined in Section 7701(a)(30) of the Code), either (i) is
not a bank (within the meaning of Section 881(c)(3)(A) of the Code) or an affiliate of a bank or (ii) is a
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