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A&L Goodbody LLP
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Dublin | ||
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3 Dublin Landings
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Belfast | |||
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North Wall Quay, Dublin 1
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London | |||
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D01 C4E0
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New York
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T: +353 1 649 2000
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San Francisco
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DX: 29 Dublin | www.algoodbody.com
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Palo Alto
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Date
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26 April 2024
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Our ref
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01445620
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Your ref
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a)
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Icon Investments Six Designated Activity Company, a designated activity company (the Issuer) will register, under the Securities Act of 1933, as amended (the Securities Act), senior debt securities (the Debt Securities) which may be issued under a senior indenture (the Indenture),
in the form included as Exhibit 4.4 to the Registration Statement; and
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b)
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the Parent shall guarantee the obligations of the Issuer arising under the Indentures (the Guarantee).
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a)
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on the entry by the Issuer into the Indenture and the issuance of the Debt Securities pursuant to the Issuer’s Memorandum and Articles of Association (the Issuer
Constitutional Documents), that the board of directors of the Issuer (the Issuer Board), or any appropriate committee appointed thereby, will have
validly authorised the entry into such Indenture and the issuance of Debt Securities and that such Indenture and Debt Securities will have been duly executed, authenticated (if applicable), issued and delivered in accordance with the terms
of the Indenture and such Debt Securities and in the manner contemplated by the applicable prospectus and prospectus supplements and that such Indenture and Debt Securities will create legally valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with its terms; and
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b)
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on the entry by the Parent into the Guarantee, pursuant to the Parent’s Memorandum and Articles of Association (the Parent Constitutional Documents), that the board of
directors of the Parent (the Parent Board), or any appropriate committee appointed thereby, will have validly authorised the entry into the Guarantee and that
the Guarantee will have been duly executed, authenticated (if applicable), issued and delivered in accordance with the terms of the relevant Indenture and the Guarantee and in the manner contemplated by the applicable prospectus and
prospectus supplements and that such Guarantee will create legally valid and binding obligations of the Parent, enforceable against the Parent in accordance with its terms.
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a)
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the terms of the Indenture and the Debt Securities will have been established so as not to, and that the execution and delivery by the Issuer of, and the performance of its obligations under, the Indenture
and the Debt Securities will not violate, conflict with or constitute a default under (i) the Issuer Constitutional Documents, (ii) any agreement or instrument to which the Issuer or its properties are subject, (iii) any law, rule or
regulation to which the Issuer or its properties is subject, (iv) any judicial or regulatory order or decree of any governmental authority or (v) any consent, approval, license, authorisation or validation of, or filing, recording or
registration with, any governmental authority; and
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b)
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the terms of the Guarantee will have been established so as not to, and that the execution and delivery by the Parent of, and the performance of its obligations under, the Guarantee will not violate, conflict
with or constitute a default under (i) the Parent Constitutional Documents, (ii) any agreement or instrument to which the Parent or its properties are subject, (iii) any law, rule or regulation to which the Parent or its properties is
subject, (iv) any judicial or regulatory order or decree of any governmental authority or (v) any consent, approval, license, authorisation or validation of, or filing, recording or registration with, any governmental authority.
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a)
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the Parent and Issuer will be fully solvent at the time of and immediately following the entry into each Indenture and the Guarantee (as applicable);
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b)
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no resolution or petition for the appointment of a liquidator or examiner in respect of either the Parent or the Issuer will be passed or presented prior to the entry into each Indenture and the Guarantee (as
applicable);
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c)
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no receiver will have been appointed in relation to any of the assets or undertaking of the Parent or the Issuer prior to the to the entry into each Indenture and the Guarantee (as applicable); and
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d)
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no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in
relation to the Parent or Issuer prior to the entry into each Indenture and the Guarantee.
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a)
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the Parent is a public limited company duly incorporated under the laws of Ireland and validly existing as a public limited company under the laws of Ireland;
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b)
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the Issuer is a designated activity company duly incorporated under the laws of Ireland and validly existing as a designated activity company under the laws of Ireland;
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c)
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the Indenture and the Debt Securities when (i) issued in accordance with all necessary corporate action of the Issuer, (ii) if appropriate, authenticated in the manner set forth in such Indenture, (iii)
delivered against due payment therefor, and (iv) duly authorized, executed and delivered by the Issuer and the other parties thereto, will (A) be duly authorized and validly issued; and (B) will not violate the Issuer Constitutional
Documents; and
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d)
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the Guarantee when (i) issued in accordance with all necessary corporate action of the Parent, (ii) if appropriate, authenticated in the manner set forth in the Guarantee, (iii) delivered against due payment
therefor, and (iv) duly authorized, executed and delivered by the Parent and the other parties thereto, will (A) be duly authorized and validly issued; and (B) will not violate the Parent Constitutional Documents.
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