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(6) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering,
delaying, defrauding or preferring any creditors of the Issuer or any Subsidiary Guarantors;
(7) an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary
assumptions and exclusions), each stating that that all conditions precedent provided for or relating to legal defeasance or
covenant defeasance, as the case may be, have been complied with;
(8) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the U.S. Investment Company Act of 1940, as amended; and
(9) the Issuer delivers to the Trustee all other documents or other information that the Trustee may reasonably require
in connection with either defeasance option.
Satisfaction and Discharge
The Indenture, the Security Documents and the rights, duties and obligations of the Trustee and the Holders under the
Intercreditor Agreement or any Additional Intercreditor Agreement will be discharged and cease to be of further effect
(except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in the Indenture)
as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost,
stolen or destroyed Notes, and certain Notes for which provision for payment was previously made and thereafter the funds
have been released to the Issuer) have been delivered to the Trustee for cancellation; or (b) all Notes not previously delivered
to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity
within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (2) the Issuer has
irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders,
(i) cash in euros, European Government Obligations, or a combination thereof (in the case of Euro Notes) or (ii) cash in
dollars, U.S. Government Obligations, or a combination thereof (in the case of Dollar Notes), in an amount sufficient
(without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not
previously delivered to the Trustee for cancellation, for principal, premium, if any, and accrued interest to the date of deposit
(in the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; (3)
the Issuer has paid or caused to be paid all other sums payable under the Indenture; (4) the Issuer has delivered irrevocable
instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes issued
thereunder at the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or
redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each to the effect that all conditions precedent under the “—Satisfaction and Discharge” section of the Indenture
relating to the satisfaction and discharge of the Indenture have been complied with, provided that any such counsel may rely
on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2), (3) and (4)).
No Personal Liability of Directors, Officers, Employees, Members and Shareholders
No director, officer, employee, member or shareholder of the Issuer, any Subsidiary Guarantor, any of their respective
parent companies or any of their respective Subsidiaries or Affiliates, as such, shall have any liability for any obligations of
the Issuer or any Subsidiary Guarantor under the Notes, the Indenture, any Subsidiary Guarantee, the Security Documents, or
any Intercreditor Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities under the U.S. federal securities laws and it is the
view of the SEC that such a waiver is against public policy.
Concerning the Trustee and Certain Agents
The Law Debenture Trust Company of New York is to be appointed as Trustee under the Indenture, The Bank of New
York is to be appointed as transfer agent, Registrar and principal Paying Agent. The Bank of New York, New York Branch,
is appointed as transfer agent and Paying Agent. AIB/BNY Fund Management (Ireland) Limited is to be appointed as Irish
transfer agent and Paying Agent. The Indenture provides that, except during the continuance of an Event of Default, the
Trustee will perform only such duties as are set forth specifically in the Indenture. During the existence of an Event of
Default, the Trustee will exercise such of the rights and powers vested in it under the Indenture and use the same degree of
care that a prudent Person would use in conducting its own affairs.
The Indenture imposes certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to
obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or
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