Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

state of the United States or any other jurisdiction and (ii) a written certification from the transferee in the form
required by the Indenture to the effect, among other things, that such transferee is a Qualified Institutional Buyer and
a Qualified Purchaser. Beneficial interests in a Rule 144A Global Note may be transferred to a person who takes
delivery in the form of an interest in the corresponding Regulation S Global Note only upon receipt by the Trustee
of (i) a written certification from the transferor in the form required by the Indenture to the effect that such transfer
is being made in accordance with Regulation S under the Securities Act and (ii) a written certification from the
transferee in the form required by the Indenture to the effect, among other things, that such transferee is a non-U.S.
person purchasing such Rule 144A Securities in an offshore transaction pursuant to Regulation S. Any beneficial
interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in
another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such
other Global Note, and accordingly, will thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Notes for as long as it remains such an interest.
No service charge will be made for any registration of transfer or exchange of Notes but the Trustee may
require payment of a sum sufficient to cover any transfer, tax or other governmental charge payable in connection
therewith.
The registered owner of the relevant Global Note will be the only person entitled to receive payments in respect
of the Class of Notes represented thereby, and the Co-Issuers will be discharged by payment to, or to the order of,
the registered owner of such Global Note in respect of each amount so paid. No person other than the registered
owner of the relevant Global Note will have any claim against the Co-Issuers in respect of any payment due on that
Global Note. Account holders or participants in Euroclear and Clearstream shall have no rights under the Indenture
with respect to Global Notes held on their behalf by the Trustee as custodian for DTC, and DTC may be treated by
the Co-Issuers, the Trustee and any agent of the Co-Issuers or the Trustee as the holder of Global Notes for all
purposes whatsoever.
Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not
be entitled to have Notes registered in their names, will not receive or be entitled to receive definitive physical Notes
and will not be considered "holders" of Notes under the Indenture or the Notes. If (A) (i) DTC notifies the Co-
Issuers that it is unwilling or unable to continue as depositary for Global Notes of any Class or Classes or (ii) DTC
ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary or custodian is not
appointed by the Co-Issuers within 90 days after such event or (B) an Event of Default has occurred and is
continuing (each, a "Depository Event"), the Issuer will issue or cause to be issued, Notes of such Class or Classes in
the form of definitive physical certificates in exchange for the applicable Global Notes to the beneficial owners of
such Global Notes in the manner set forth in the Indenture. In the event that definitive physical Notes are not so
issued by the Issuer to such beneficial owners of interests in Global Notes, the Issuer expressly acknowledges that
such beneficial owners shall be entitled to pursue any remedy that the holders of a Global Note would be entitled to
pursue in accordance with the Indenture (but only to the extent of such beneficial owner's interest in the Global
Note) as if definitive physical Notes had been issued. In the event that definitive physical Notes are issued in
exchange for Global Notes as described above, the applicable Global Note will be surrendered to the Trustee by
DTC and the Issuer or the Co-Issuers, as applicable, will execute and the Trustee will authenticate and deliver an
equal aggregate outstanding principal amount of definitive physical Notes.
For so long as any Notes are listed on the Irish Stock Exchange and the rules of such exchange shall so require,
the Co-Issuers will have a paying agent and transfer agent (which shall be the Irish Paying Agent) for such Notes in
Ireland and payments on and transfers or exchanges of interests in such Notes may be effected through the Irish
Paying Agent; provided that all transfers and exchanges must be effected in accordance with the Indenture. In the
event that the Irish Paying Agent is replaced at any time during such period, notice of the appointment of any
replacement will be published via the Company Announcement Office of the Irish Stock Exchange.
In addition, for so long as any Notes are listed on the Irish Stock Exchange and the rules of such exchange shall
so require, in the case of a transfer or exchange of certificated Notes, a holder thereof may effect such transfer or
exchange by presenting such Notes at, and obtaining a new certificated Note from, the office of the Irish Paying
Agent, in the case of a transfer of a part only of a certificated Note a new certificated Note in respect of the
outstanding balance of the principal amount of the certificated Note not transferred will be delivered at the office of
the Irish Paying Agent, and in the case of a replacement of any lost, stolen, mutilated or destroyed certificated Notes,
58