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(6) except in the case of the liquidation, dissolution or winding-up of the Payor, any Taxes imposed in connection with
a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such
Tax by presenting the relevant Note to, or otherwise accepting payment from, another paying agent in a member state of
the European Union; or
(7) any combination of the above.
Such Additional Amounts will also not be payable (x) if the payment could have been made without such deduction or
withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required) within 30
days after the relevant payment was first made available for payment to the Holder or (y) where, had the beneficial owner of
the Note been the Holder of the Note, such beneficial owner would not have been entitled to payment of Additional Amounts
by reason of any of clauses (1) to (7) inclusive above.
The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to
the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain
certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing
Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Such copies shall be made available to
the Holders upon request and will be made available at the offices of the Irish Paying Agent if the Notes are then listed on the
Official List of the Irish Stock Exchange. The Payor will attach to each certified copy a certificate stating (x) that the amount
of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal
amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per €1,000 principal amount of the
Euro Notes or per $1,000 principal amount of the Dollar Notes, as the case may be.
If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes, at
least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officer’s Certificate stating the fact
that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the
Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional
Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor shall deliver such Officer’s
Certificate as promptly as practicable after the date that is 30 days prior to the payment date).
Wherever in the Indenture, the Notes, any Subsidiary Guarantee or this “Description of the Notes” there are mentioned,
in any context:
(1) the payment of principal,
(2) redemption prices or purchase prices in connection with a redemption or purchase of Notes,
(3) interest, or
(4) any other amount payable on or with respect to any of the Notes or any Subsidiary Guarantee,
such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that,
in such context, Additional Amounts are, were or would be payable in respect thereof.
The Payor will pay any present or future stamp, court or documentary taxes, or any other excise, property or similar
taxes, charges or levies that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes,
the Indenture, the Security Documents, or any other document or instrument in relation thereto (other than a transfer of the
Notes) excluding any such taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing
Jurisdiction, and the Payor agrees to indemnify the Holders for any such taxes paid by such Holders. The foregoing
obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any
jurisdiction in which any successor to a Payor or any Subsidiary Guarantor is organized or any political subdivision or taxing
authority or agency thereof or therein.
Change of Control Triggering Event
If a Change of Control Triggering Event occurs, subject to the terms of this subsection “—Change of Control
Triggering Event,” each Holder will have the right to require the Issuer to repurchase all or any part of such Holder’s Notes at
a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid
interest on the Notes repurchased to the date of purchase (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date); provided, however, that the Issuer shall not be obliged to
repurchase Notes as described under this subsection “—Change of Control Triggering Event” in the event and to the extent
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