iesy Repository GmbH - Irish Stock Exchange

Selection and Notice
If less than all of any series of Notes are to be redeemed or are required to be repurchased at any time, the Trustee will
select Notes for redemption or repurchase in compliance with the requirements of the Irish Stock Exchange or any other
principal national securities exchange, if any, on which the Notes of such series are then listed, and in compliance with the
requirements of Euroclear, Clearstream or DTC, as applicable, or, if that series of Notes is not so listed or such exchange
prescribes no method of selection and the Notes are not held through Euroclear, Clearstream or DTC, as applicable, or
Euroclear, Clearstream or DTC, as applicable, prescribes no method of selection, on a pro rata basis, by lot or by such other
method as the Trustee in its sole discretion deems fair and appropriate (and in such manner as complies with applicable legal
and exchange requirements); provided, however, that no Note of €50,000 (in the case of Euro Notes) or $75,000 (in the case
of Dollar Notes) in aggregate principal amount or less, or other than in an integral multiple of €1,000 or $1,000, as
applicable, in excess thereof, shall be redeemed in part.
For so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock
Exchange so require, the Issuer shall deliver notice of redemption to the Companies Announcement Office in Dublin and, in
addition to such publication, not less than 30 nor more than 60 days prior to the redemption date, mail such notice to Holders
by first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar.
If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of
the principal amount thereof to be redeemed. In the case of a Definitive Registered Note, a new Note in principal amount
equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the
original Note. In the case of a Global Note, an appropriate notation will be made on such Note to decrease the principal
amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption
notice, Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest
ceases to accrue on Notes or portions of them called for redemption.
Redemption for Taxation Reasons
The Issuer may redeem any series of the Notes in whole, but not in part, at any time upon giving not less than 30 nor
more than 60 days’ notice to the Holders of the relevant series of Notes (which notice will be irrevocable) at a redemption
price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed for
redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date) and all Additional Amounts (as defined under “—Withholding Taxes”
below), if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise,
if any, if the Issuer determines in good faith that, as a result of:
(1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a
Relevant Taxing Jurisdiction (as defined below) affecting taxation; or
(2) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations
or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses
(1) and (2), a “Change in Tax Law”),
the Issuer, with respect to the Notes, or any Subsidiary Guarantor, with respect to a Subsidiary Guarantee, as the case may be,
is, or on the next interest payment date in respect of the relevant series of Notes would be, required to pay any Additional
Amounts, and such obligation cannot be avoided by taking reasonable measures available to the Issuer or such Subsidiary
Guarantor (including, for the avoidance of doubt, the appointment of a new Paying Agent or, where such payment would be
reasonable, the payment through the Issuer or a Subsidiary Guarantor).
In the case of the Issuer or any Subsidiary Guarantor as of the Closing Date, the Change in Tax Law must become
effective on or after the date of this Prospectus. In the case of an Additional Subsidiary Guarantor, or any successor of any
Person specified in the preceding sentence, the Change in Tax Law must become effective on or after the date that such
Person became a Subsidiary Guarantor or such a successor. Notice of redemption for taxation reasons will be published in
accordance with the procedures described under “—Selection and Notice.” Notwithstanding the foregoing, no such notice of
redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor (as defined below) would be
obliged to make such payment of Additional Amounts and (b) unless at the time such notice is given, such obligation to pay
such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of any series of
Notes pursuant to the foregoing, the Issuer will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to
effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem
have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the
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