Common use of Transfer of the Global Notes Clause in Contracts

Transfer of the Global Notes. The Depositary shall hold the Global Note of each Tranche of Notes in custody for the benefit of the Clearing Systems. The Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to Section 2.06 of the applicable Indenture, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant to Section 2.07 of the applicable Indenture, (iii) any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture and (iv) any Global Note may be transferred to a successor Depositary appointed in accordance with Section 3.6 hereof. Notwithstanding the foregoing, the Depositary shall not under any circumstances surrender or deliver any Global Note to any Clearing System. If (i) DTC, Euroclear or Clearstream notifies the Depositary that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act and in either case a successor Clearing System with respect to such CDIs is not appointed by the Depositary at the written request of the Issuer within 120 days, (ii) the Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof that it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Issuer within 120 days of such notification, (iii) so requested by DTC, Euroclear, Clearstream, the Issuer or the applicable Trustee, in the event of a winding-up of the Issuer or an Event of Default (as defined in the applicable Indenture) on the Notes of a Tranche has occurred and is continuing, or (iv) Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business, then the Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which the applicable CDIs are held that the corresponding Global Note or Global Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts as the applicable Clearing System shall specify upon cancellation of the corresponding CDIs and all Book-Entry Interests with respect thereto. The Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, that it will promptly surrender the corresponding Global Note or Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation pursuant to Section 2.06 of the applicable Indenture.

Transfer of the Global Notes. The Depositary Note Custodian shall hold the each Global Note of each Tranche of Notes in custody for the benefit and on behalf of the Clearing SystemsBook-Entry Depositary. The Neither the Note Custodian nor the Book-Entry Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to as provided by Section 2.06 2.7 of the applicable IndentureIndenture or Section 2.03 of this Agreement, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant to Section 2.07 2.8 of the applicable Indenture, (iii) any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture and (iv) any that Global Note Notes may be transferred as a whole (A) by the Book-Entry Depositary to a nominee or custodian of the Book-Entry Depositary or (B) by a nominee or custodian of the Book-Entry Depositary to the Book-Entry Depositary or, in the case of each (A) and (B), to another successor of the Book-Entry Depositary appointed or a nominee or custodian of such successor, located outside Ireland who becomes such a successor in accordance with Section 3.6 the provisions of Sections 3.06 and 3.07 hereof. Notwithstanding the foregoing, the Note Custodian and the Book-Entry Depositary shall not under any circumstances surrender or deliver any Global Note Notes to any Clearing Systema Depositary. If (ia) DTC, Euroclear or Clearstream the Depositary notifies the Depositary Issuer at any time that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by depositary for Certificateless Depositary Interests representing the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act Global Notes and in either case a successor Clearing System with respect to such CDIs depositary is not appointed by the Depositary at the written request within 90 days of the Issuer within 120 dayssuch notification, (iib) the Book-Entry Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof at any time that it is unwilling or unable to continue to act as Depositary book-entry depositary and a successor Depositary book-entry depositary is not appointed by the Issuer issuer within 120 days of such notification90 days, (iiic) so requested by DTC, Euroclear, Clearstream, the Issuer or Depositary requests the applicable Trustee, in the event issuance of a winding-up of the Issuer or Definitive Notes following an Event of Default under the Indenture, (d) at any time if the Issuer in its sole discretion determines and notifies the Trustee that it elects to cause the issuance of Definitive Notes (in whole (but not in part)), (e) The Depository Trust Company ceases to be registered as defined in a clearing agency under the applicable Indenture) on the Notes Securities Exchange Act of 1934, as amended, and a Tranche has occurred and successor depositary is continuingnot appointed within 90 days, or (ivf) Euroclear an Event of Default occurs and is continuing and the Issuer is required pursuant to the terms of the Indenture to exchange all or Clearstream is closed part of a Global Note for business for a continuous period of 14 days (other than by reason of legal holidays) one or announces an intention permanently to cease businessmore Definitive Notes, then the Book-Entry Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which Note Custodian and the applicable CDIs are held that Trustee and request the corresponding Global Note or Global Trustee to issue Definitive Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Holder shall specify upon cancellation in accordance with Article Two of the corresponding CDIs Indenture and all the Book-Entry Interests with respect thereto. The Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, agrees that in such event it will promptly surrender surrender, or cause the corresponding Global Note or Custodian to surrender, the Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation and that such Global Notes will be cancelled upon issuance of such Definitive Notes. In no event will Definitive Notes be issued in bearer form. Delivery of Definitive Notes pursuant to this Section 2.06 2.05 shall be made free of any fees of the applicable IndentureBook-Entry Depositary to the Depositary or the beneficial owner thereof.

Transfer of the Global Notes. The Depositary Note Custodian shall hold the each Global Note of each Tranche of Notes in custody for the benefit and on behalf of the Clearing SystemsBook-Entry Depositary. The Neither the Note Custodian nor the Book-Entry Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to as provided by Section 2.06 2.7 of the applicable IndentureIndenture or Section 2.03 of this Agreement, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant to Section 2.07 2.8 of the applicable Indenture, (iii) any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture and (iv) any that Global Note Notes may be transferred as a whole (A) by the Book-Entry Depositary to a nominee or custodian of the Book-Entry Depositary or (B) by a nominee or custodian of the Book-Entry Depositary to the Book-Entry Depositary or, in the case of each (A) and (B), to another successor of the Book-Entry Depositary appointed or a nominee or custodian of such successor, located outside Ireland who becomes such a successor in accordance with Section 3.6 hereofthe provisions of Sections 3.06 and 3.07 hereof (and, in the case of clause (iv), who is acceptable to the Issuer). Notwithstanding the foregoing, the Note Custodian and the Book-Entry Depositary shall not under any circumstances surrender or deliver any Global Note Notes to any Clearing Systema Depositary. If (i) DTC, Euroclear or Clearstream a Depositary notifies the Depositary Issuer at any time that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by depositary for Certificated Depositary Interests representing the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act Global Notes and in either case a successor Clearing System with respect to such CDIs depositary is not appointed by the Depositary at the written request within 90 days of the Issuer within 120 dayssuch notification, (iib) the Book-Entry Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof at any time that it is unwilling or unable to continue to act as Depositary book-entry depositary and a successor Depositary book-entry depositary is not appointed by the Issuer issuer within 120 days of such notification90 days, (iiic) so requested by DTC, Euroclear, Clearstream, a Depositary requests the Issuer or the applicable Trustee, in the event issuance of a winding-up of the Issuer or Definitive Notes following an Event of Default under the Indenture, (as defined d) at any time if the Issuer in its sole discretion determines and notifies the applicable IndentureTrustee that it elects to cause the issuance of Definitive Notes (in whole (but not in part)) on or (e) an Event of Default occurs and is continuing and the Notes Issuer is required pursuant to the terms of the Indenture to exchange all or part of a Tranche has occurred and is continuing, Global Note for one or (iv) Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease businessmore Definitive Notes, then the Book-Entry Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which Note Custodian and the applicable CDIs are held that Trustee and request the corresponding Global Note or Global Trustee to issue Definitive Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Holder shall specify upon cancellation in accordance with Article Two of the corresponding CDIs Indenture and all the Book-Entry Interests with respect thereto. The Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, agrees that in such event it will promptly surrender surrender, or cause the corresponding Global Note or Custodian to surrender, the Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation and that such Global Notes will be cancelled upon issuance of such Definitive Notes. In no event will Definitive Notes be issued in bearer form. Delivery of Definitive Notes pursuant to this Section 2.06 2.05 shall be made free of any fees of the applicable IndentureBook-Entry Depositary to a Depositary or the beneficial owner thereof.

Transfer of the Global Notes. (a) The Depositary Global Notes initially shall hold the Global Note of each Tranche of Notes in custody for the benefit of the Clearing Systems. The Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note be registered in the name of a Tranche may be exchanged in whole DTC or in part, pursuant to Section 2.06 the nominee of the applicable IndentureDTC, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant delivered to Section 2.07 of the applicable Indenture, Bankers Trust Company as custodian for DTC and (iii) bear legends as described in Section 2(b) hereof. Members of, or participants in, DTC ("Participants") shall have no rights under this Agreement with respect to any Global Note of a Tranche Note, and DTC may be delivered to treated by the applicable Trustee for cancellation pursuant to Section 2.12 Issuer, the Guarantor, the Agents and any agent of the applicable Indenture and (iv) any Issuer, the Guarantor or the Agents as the absolute owner of such Global Note may be transferred to a successor Depositary appointed in accordance with Section 3.6 hereoffor all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Depositary Issuer, the Guarantor, the Agents or any agent of the Issuer, the Guarantor or the Agents, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a holder of any Note. Beneficial interests in the Global Notes may be held only through Participants in DTC and, in particular, prior to 40 days after the later of the closing date with respect to the Notes and the completion of the distribution of the Notes, beneficial interests in the Regulation S Global Notes may be held only through accounts with Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") or Clearstream ("Clearstream"). (a) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not under any circumstances surrender in part, to DTC, its successors or deliver any their respective nominees except as provided below. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 6 hereof. In addition, U.S. Certificated Notes and Regulation S Certificated Notes shall be transferred to beneficial owners of interests in the Rule 144A Global Note to any Clearing System. If or the Regulation S Global Note, respectively, in exchange for such beneficial interests, if (i) DTC, Euroclear or Clearstream DTC notifies the Depositary Issuer that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by depositary for the Depositary with respect of any Tranche of Rule 144A Global Note or the Regulation S Global Notes, or if at any time DTC is unable to or ceases to as the case may be, and a successor depositary which shall be a clearing agency registered under the Securities Exchange Act and in either case a successor Clearing System with respect to such CDIs is not appointed by the Depositary at the written request of the Issuer within 120 days1934, (ii) the Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof that it is unwilling or unable to continue to act as Depositary and a successor Depositary amended, is not appointed by the Issuer within 120 90 days of such notification, notice or (iiiii) so requested by DTC, Euroclear, Clearstream, the Issuer or the applicable Trustee, in the event of a winding-up of the Issuer or an Event of Default (as defined in the applicable Indenture) on the Notes of a Tranche has occurred and is continuingcontinuing and the Registrar has received a request for exchange from DTC. Upon the occurrence of either event described in clauses (i) and (ii) in the preceding sentence, or (iv) Euroclear or Clearstream is closed DTC shall promptly surrender the Global Notes for business for a continuous period exchange by the Registrar into Certificated Notes in an aggregate principal amount equal to the then outstanding principal amount of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business, then the Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which the applicable CDIs are held that the corresponding such Global Note or Global Notes. Such Certificated Notes will be exchanged executed by the Issuer, and will be authenticated by the Registrar and registered in whole the names, addresses and denominations (in minimum denominations of $250,000 and in multiples of $1,000 in excess thereof) provided in a written notice to be given by DTC to the Registrar at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each Holder). Such Certificated Notes will be delivered to or on behalf of DTC for delivery to its Participants. The Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (b) Any beneficial interest in part for Definitive Registered Notes 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 first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable Tranche to beneficial interests in such other Global Note for as long as it remains such an interest. (c) Any Certificated Note delivered in exchange for an interest in one of the Global Notes pursuant to paragraph (b) of this Section 2.06 shall, except as otherwise provided by Section 6(h) hereof, bear the legend regarding transfer restrictions applicable to the Notes set forth in Section 2(b). (d) The registered holder of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts as the applicable Clearing System shall specify upon cancellation of the corresponding CDIs and all Book-Entry Interests with respect thereto. The Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, that it will promptly surrender the corresponding Global Note or Global Notes held by it may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Agreement, the applicable Trustee in connection with such exchange for cancellation pursuant to Section 2.06 of Notes or the applicable IndentureGuarantee. 6.

Transfer of the Global Notes. The Depositary Senior Note Custodian shall hold the each Global Note of each Tranche of Notes in custody for the benefit and on behalf of the Clearing SystemsBook-entry Depositary. The Neither the Senior Note Custodian nor the Book-entry Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to as provided by Section 2.06 2.7 of the applicable IndentureIndenture or Section 2.03 of this Agreement, (ii) the exchange or replacement of a Global Note of a Tranche may be exchanged or replaced pursuant to and in accordance with the terms of Section 2.07 2.8 of the applicable Indenture, (iii) delivery of any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to and in accordance with the terms of Section 2.12 of the applicable Indenture and (iv) any transfers of Global Note may be transferred Notes as a whole (A) by the Book-entry Depositary to a nominee or custodian of the Book-entry Depositary or (B) by a nominee or custodian of the Book-entry Depositary to the Book-entry Depositary or, in the case of each (A) and (B), to another successor of the Book-entry Depositary appointed or a nominee or custodian of such successor, located outside the Republic of Ireland, who becomes such a successor in accordance with Section 3.6 hereofthe provisions of Sections 3.06 and 3.07 hereof and who is acceptable to the Issuer. Notwithstanding the foregoing, the Senior Note Custodian and the Book-entry Depositary shall not under any circumstances surrender or deliver any Global Note to any Clearing Systema Depositary. If (ia) DTC, Euroclear or Clearstream a Depositary notifies the Depositary Issuer at any time that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by depositary for Certificated Depositary Interests representing the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act Global Notes and in either case a successor Clearing System with respect to such CDIs depositary is not appointed by the Depositary at the written request within 90 days of the Issuer within 120 dayssuch notification, (iib) the Book-entry Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof at any time that it is unwilling or unable to continue to act as Book-entry Depositary and a successor Book-entry Depositary is not appointed by the Issuer within 120 days of such notification90 days, (iiic) so requested by DTC, Euroclear, Clearstream, a Depositary requests the Issuer or the applicable Trustee, in the event issuance of a winding-up of the Issuer or Definitive Notes following an Event of Default under the Indenture, (as defined d) at any time if the Issuer in its sole discretion determines and notifies the applicable IndentureTrustee that it elects to cause the issuance of Definitive Notes (in whole (but not in part)) on or (e) an Event of Default occurs and is continuing and the Notes Issuer is required pursuant to the terms of the Indenture to exchange all or part of a Tranche has occurred and is continuing, Global Note for one or (iv) Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease businessmore Definitive Notes, then the Book-entry Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which Senior Note Custodian and the applicable CDIs are held that Trustee and request the corresponding Global Note or Global Trustee to issue Definitive Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Holder shall specify upon cancellation in accordance with Section 2.6 of the corresponding CDIs and all Indenture. In such event the Book-Entry Interests with respect thereto. The entry Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, that it will promptly surrender surrender, or cause the corresponding Global Senior Note or Custodian to surrender, the Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation and that such Global Notes will be cancelled upon issuance of such Definitive Notes. In no event will Definitive Notes be issued in bearer form. Delivery of Definitive Notes pursuant to this Section 2.06 2.05 shall be made free of any fees of the applicable IndentureBook-entry Depositary to a Depositary or the beneficial owner thereof.

Transfer of the Global Notes. The Depositary shall hold the Global Note of each Tranche of Notes in custody for the benefit of the Clearing Systems. The Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to Section 2.06 of the applicable Indenture, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant to Section 2.07 of the applicable Indenture, (iii) any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture and (iv) any Global Note may be transferred to a successor Depositary appointed in accordance with Section 3.6 hereof. - 5 - Notwithstanding the foregoing, the Depositary shall not under any circumstances surrender or deliver any Global Note to any Clearing System. If (i) DTC, Euroclear or Clearstream notifies the Depositary that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act and in either case a successor Clearing System with respect to such CDIs is not appointed by the Depositary at the written request of the Issuer within 120 days, (ii) the Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof that it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Issuer within 120 days of such notification, (iii) so requested by DTC, Euroclear, Clearstream, the Issuer or the applicable Trustee, in the event of a winding-up of the Issuer or an Event of Default (as defined in the applicable Indenture) on the Notes of a Tranche has occurred and is continuing, or (iv) Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business, then the Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which the applicable CDIs are held that the corresponding Global Note or Global Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts as the applicable Clearing System shall specify upon cancellation of the corresponding CDIs and all Book-Entry Interests with respect thereto. The Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, that it will promptly surrender the corresponding Global Note or Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation pursuant to Section 2.06 of the applicable Indenture. Delivery of Definitive Registered Notes of a Series pursuant to this Section 2.4 shall be made free of any fees of the Depositary to the applicable Clearing System or Beneficial Owner with respect thereto.

Transfer of the Global Notes. The Depositary Senior Subordinated Note Custodian shall hold the each Global Note of each Tranche of Notes in custody for the benefit and on behalf of the Clearing SystemsBook-entry Depositary. The Neither the Senior Subordinated Note Custodian nor the Book-entry Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to as provided by Section 2.06 2.7 of the applicable IndentureIndenture or Section 2.03 of this Agreement, (ii) the exchange or replacement of a Global Note of a Tranche may be exchanged or replaced pursuant to and in accordance with the terms of Section 2.07 2.8 of the applicable Indenture, (iii) delivery of any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to and in accordance with the terms of Section 2.12 of the applicable Indenture and (iv) any transfers of Global Note may be transferred Notes as a whole (A) by the Book-entry Depositary to a nominee or custodian of the Book-entry Depositary or (B) by a nominee or custodian of the Book-entry Depositary to the Book-entry Depositary or, in the case of each (A) and (B), to another successor of the Book-entry Depositary appointed or a nominee or custodian of such successor, located outside the Republic of Ireland, who becomes such a successor in accordance with Section 3.6 hereofthe provisions of Sections 3.06 and 3.07 hereof and who is acceptable to the Issuer. Notwithstanding the foregoing, the Senior Subordinated Note Custodian and the Book-entry Depositary shall not under any circumstances surrender or deliver any Global Note to any Clearing Systema Depositary. If (ia) DTC, Euroclear or Clearstream a Depositary notifies the Depositary Issuer at any time that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by depositary for Certificated Depositary Interests representing the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act Global Notes and in either case a successor Clearing System with respect to such CDIs depositary is not appointed by the Depositary at the written request within 90 days of the Issuer within 120 dayssuch notification, (iib) the Book-entry Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof at any time that it is unwilling or unable to continue to act as Book-entry Depositary and a successor Book-entry Depositary is not appointed by the Issuer within 120 days of such notification90 days, (iiic) so requested by DTC, Euroclear, Clearstream, a Depositary requests the Issuer or the applicable Trustee, in the event issuance of a winding-up of the Issuer or Definitive Notes following an Event of Default under the Indenture, (as defined d) at any time if the Issuer in its sole discretion determines and notifies the applicable IndentureTrustee that it elects to cause the issuance of Definitive Notes (in whole (but not in part)) on or (e) an Event of Default occurs and is continuing and the Notes Issuer is required pursuant to the terms of the Indenture to exchange all or part of a Tranche has occurred and is continuing, Global Note for one or (iv) Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease businessmore Definitive Notes, then the Book-entry Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which Senior Subordinated Note Custodian and the applicable CDIs are held that Trustee and request the corresponding Global Note or Global Trustee to issue Definitive Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Holder shall specify upon cancellation in accordance with Section 2.6 of the corresponding CDIs and all Indenture. In such event the Book-Entry Interests with respect thereto. The entry Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, that it will promptly surrender surrender, or cause the corresponding Global Senior Subordinated Note or Custodian to surrender, the Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation and that such Global Notes will be cancelled upon issuance of such Definitive Notes. In no event will Definitive Notes be issued in bearer form. Delivery of Definitive Notes pursuant to this Section 2.06 2.05 shall be made free of any fees of the applicable IndentureBook-entry Depositary to a Depositary or the beneficial owner thereof.

Transfer of the Global Notes. The Depositary Note Custodian shall hold the each Global Note of each Tranche of Notes in custody for the benefit and on behalf of the Clearing SystemsBook-Entry Depositary. The Neither the Note Custodian nor the Book-Entry Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to as provided by Section 2.06 2.7 of the applicable Indenture, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant to Section 2.07 2.8 of the applicable IndentureIndenture or Section 2.03 of this Agreement, (iii) any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture and (iv) any that Global Note Notes may be transferred as a whole (A) by the Book-Entry Depositary to a nominee or custodian of the Book-Entry Depositary or (B) by a nominee or custodian of the Book-Entry Depositary to the Book-Entry Depositary or, in the case of each (A) and (B), to another successor of the Book-Entry Depositary appointed or a nominee or custodian of such successor, located outside Ireland who becomes such a successor in accordance with Section 3.6 hereofthe provisions of Sections 3.06 and 3.07 hereof (and, in the case of clause (iv), who is acceptable to the Issuer). Notwithstanding the foregoing, the Note Custodian and the Book-Entry Depositary shall not under any circumstances surrender or deliver any Global Note Notes to any Clearing Systema Depositary. If (i) DTC, Euroclear or Clearstream a Depositary notifies the Depositary Issuer at any time that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by depositary for Certificated Depositary Interests representing the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act Global Notes and in either case a successor Clearing System with respect to such CDIs depositary is not appointed by the Depositary at the written request within 90 days of the Issuer within 120 dayssuch notification, (iib) the Book-Entry Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof at any time that it is unwilling or unable to continue to act as Depositary book-entry depositary and a successor Depositary book-entry depositary is not appointed by the Issuer issuer within 120 days of such notification90 days, (iiic) so requested by DTC, Euroclear, Clearstream, a Depositary requests the Issuer or the applicable Trustee, in the event issuance of a winding-up of the Issuer or Definitive Notes following an Event of Default under the Indenture, (as defined d) at any time if the Issuer in its sole discretion determines and notifies the applicable IndentureTrustee that it elects to cause the issuance of Definitive Notes (in whole (but not in part)) on or (e) an Event of Default occurs and is continuing and the Notes Issuer is required pursuant to the terms of the Indenture to exchange all or part of a Tranche has occurred and is continuing, Global Note for one or (iv) Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease businessmore Definitive Notes, then the Book-Entry Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which Note Custodian and the applicable CDIs are held that Trustee and request the corresponding Global Note or Global Trustee to issue Definitive Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Holder shall specify upon cancellation in accordance with Article Two of the corresponding CDIs Indenture and all the Book-Entry Interests with respect thereto. The Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, agrees that in such event it will promptly surrender surrender, or cause the corresponding Global Note or Custodian to surrender, the Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation and that such Global Notes will be cancelled upon issuance of such Definitive Notes. In no event will Definitive Notes be issued in bearer form. Delivery of Definitive Notes pursuant to this Section 2.06 2.05 shall be made free of any fees of the applicable IndentureBook-Entry Depositary to a Depositary or the beneficial owner thereof.

Transfer of the Global Notes. The Depositary Senior Subordinated Note Custodian shall hold the each Global Note of each Tranche of Notes in custody for the benefit and on behalf of the Clearing SystemsBook-entry Depositary. The Neither the Senior Subordinated Note Custodian nor the Book-entry Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to as provided by Section 2.06 2.7 of the applicable IndentureIndenture or Section 2.03 of this Agreement, (ii) the exchange or replacement of a Global Note of a Tranche may be exchanged or replaced pursuant to and in accordance with the terms of Section 2.07 2.8 of the applicable Indenture, (iii) delivery of any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to and in accordance with the terms of Section 2.12 of the applicable Indenture and (iv) any transfers of Global Note may be transferred Notes as a whole (A) by the Book-entry Depositary to a nominee or custodian of the Book-entry Depositary or (B) by a nominee or custodian of the Book-entry Depositary to the Book-entry Depositary or, in the case of each (A) and (B), to another successor of the Book-entry Depositary appointed or a nominee or custodian of such successor, located outside the Republic of Ireland, who becomes such a successor in accordance with Section 3.6 hereofthe provisions of Sections 3.06 and 3.07 hereof and who is acceptable to the Issuer. Notwithstanding the foregoing, the Senior Subordinated Note Custodian and the Book-entry Depositary shall not under any circumstances surrender or deliver any Global Note to any Clearing Systema Depositary. If (ia) DTC, Euroclear or Clearstream the Depositary notifies the Depositary Issuer at any time that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by depositary for Certificateless Depositary Interests representing the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act Global Notes and in either case a successor Clearing System with respect to such CDIs depositary is not appointed by the Depositary at the written request within 90 days of the Issuer within 120 dayssuch notification, (iib) the Book-entry Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof at any time that it is unwilling or unable to continue to act as Book-entry Depositary and a successor Book-entry Depositary is not appointed by the Issuer within 120 days of such notification90 days, (iiic) so requested by DTC, Euroclear, Clearstream, the Issuer or Depositary requests the applicable Trustee, in the event issuance of a winding-up of the Issuer or Definitive Notes following an Event of Default under the Indenture, (d) at any time if the Issuer in its sole discretion determines and notifies the Trustee that it elects to cause the issuance of Definitive Notes (in whole (but not in part)), (e) The Depository Trust Company ceases to be registered as defined in a clearing agency under the applicable Indenture) on the Notes Securities Exchange Act of 1934, as amended, and a Tranche has occurred and successor Depositary is continuingnot appointed within 90 days, or (ivf) Euroclear an Event of Default occurs and is continuing and the Issuer is required pursuant to the terms of the Indenture to exchange all or Clearstream is closed part of a Global Note for business for a continuous period of 14 days (other than by reason of legal holidays) one or announces an intention permanently to cease businessmore Definitive Notes, then the Book-entry Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which Senior Subordinated Note Custodian and the applicable CDIs are held that Trustee and request the corresponding Global Note or Global Trustee to issue Definitive Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Holder shall specify upon cancellation in accordance with Section 2.6 of the corresponding CDIs and all Indenture. In such event the Book-Entry Interests with respect thereto. The entry Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, that it will promptly surrender surrender, or cause the corresponding Global Senior Subordinated Note or Custodian to surrender, the Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation and that such Global Notes will be cancelled upon issuance of such Definitive Notes. In no event will Definitive Notes be issued in bearer form. Delivery of Definitive Notes pursuant to this Section 2.06 2.05 shall be made free of any fees of the applicable IndentureBook-entry Depositary to the Depositary or the beneficial owner thereof.

Transfer of the Global Notes. The Bearer Security ----------------------------- Depositary shall hold the each Global Note of each Tranche of Notes in custody for the benefit of the Clearing SystemsDepositary. The Bearer Security Depositary shall not transfer or lend any the Global Note of a Tranche Notes or any interest therein therein, except that (i) the Bearer Security Depositary may transfer the Global Notes as a Global Note of a Tranche may be exchanged in whole or in part, pursuant to Section 2.06 of the applicable Indenture, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant to Section 2.07 of the applicable Indenture, (iii) any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture and (iv) any Global Note may be transferred to a successor Bearer Security Depositary appointed in accordance with Section 3.6 hereofthe consent of the Issuer. Notwithstanding the foregoing, the Depositary shall may not under any circumstances request the Bearer Security Depositary to surrender or deliver any the Global Note Notes to any Clearing Systemthe Depositary. If (i) DTC, Euroclear or Clearstream the Depositary notifies the Depositary Issuer that it is unwilling or unable to continue as a Clearing System Depositary with respect to CDIs issued by the Certificateless Depositary with respect of any Tranche of Notes, Interests or if at any time DTC it is unable to continue as, or ceases to be be, a clearing agency registered under the Exchange Act and in either case a successor Clearing System with respect to such CDIs is not appointed by the Depositary at the written request of the Issuer within 120 days, (ii) the Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof that it is unwilling or unable to continue to act as Depositary and a successor Depositary registered as a clearing agency under the Exchange Act is not appointed by the Issuer within 120 90 days; (ii) the Bearer Security Depositary notifies the Issuer and the Trustee under Section 3.08 hereof that it is at any time unwilling or unable to continue as Bearer Security Depositary and no successor Bearer Security Depositary has been appointed by the Issuer within 90 days of such notification, notification or (iii) so requested by DTC, Euroclear, Clearstream, the Issuer or the applicable Trustee, in the event of a winding-up of the Issuer or an Event of Default (as defined in the applicable Indenture) on the shall request that Definitive Notes of a Tranche has occurred and is continuing, or (iv) Euroclear or Clearstream is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease businessbe issued, then the Bearer Security Depositary shall upon written direction from the Issuer will promptly notify the Clearing System in which Trustee and request the applicable CDIs are held that the corresponding Global Note or Global Trustee to issue Definitive Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Holder shall specify upon cancellation in accordance with Section 3.12 of the corresponding CDIs Indenture and all Book-Entry Interests with respect thereto. The the Bearer Security Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, agrees that in such event it will promptly surrender the corresponding Global Note or Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation pursuant to Section 2.06 and that such Global Notes will be cancelled upon issuance of the applicable Indenturesuch Definitive Notes.

Transfer of the Global Notes. The Depositary Note Custodian shall hold the each Global Note of each Tranche of Notes in custody for the benefit and on behalf of the Clearing SystemsBook-Entry Depositary. The Neither the Note Custodian nor the Book-Entry Depositary shall not transfer or lend any Global Note of a Tranche or any interest therein except that (i) a Global Note of a Tranche may be exchanged in whole or in part, pursuant to as provided by Section 2.06 2.7 of the applicable IndentureIndenture or Section 2.03 of this Agreement, (ii) a Global Note of a Tranche may be exchanged or replaced pursuant to Section 2.07 2.8 of the applicable Indenture, (iii) any Global Note of a Tranche may be delivered to the applicable Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture and (iv) any that Global Note Notes may be transferred as a whole (A) by the Book-Entry Depositary to a nominee or custodian of the Book-Entry Depositary or (B) by a nominee or custodian of the Book-Entry Depositary to the Book-Entry Depositary or, in the case of each (A) and (B), to another successor of the Book-Entry Depositary appointed or a nominee or custodian of such successor, located outside Ireland who becomes such a successor in accordance with Section 3.6 hereofthe provisions of Sections 3.06 and 3.07 hereof (and, in the case of clause (iv), who is acceptable to the Issuer). Notwithstanding the foregoing, the Note Custodian and the Book-Entry Depositary shall not under any circumstances surrender or deliver any Global Note Notes to any Clearing Systema Depositary. If (ia) DTC, Euroclear or Clearstream the Depositary notifies the Depositary Issuer at any time that it is unwilling or unable to continue as a Clearing System with respect to CDIs issued by depositary for Certificateless Depositary Interests representing the Depositary with respect of any Tranche of Notes, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act Global Notes and in either case a successor Clearing System with respect to such CDIs depositary is not appointed by the Depositary at the written request within 90 days of the Issuer within 120 dayssuch notification, (iib) the Book-Entry Depositary notifies the Issuer and the applicable Trustee in writing under Section 3.6 hereof at any time that it is unwilling or unable to continue to act as Depositary book-entry depositary and a successor Depositary book-entry depositary is not appointed by the Issuer issuer within 120 days of such notification90 days, (iiic) so requested by DTC, Euroclear, Clearstream, the Issuer or Depositary requests the applicable Trustee, in the event issuance of a winding-up of the Issuer or Definitive Notes following an Event of Default under the Indenture, (d) at any time if the Issuer in its sole discretion determines and notifies the Trustee that it elects to cause the issuance of Definitive Notes (in whole (but not in part)), (e) The Depository Trust Company ceases to be registered as defined in a clearing agency under the applicable Indenture) on the Notes Securities Exchange Act of 1934, as amended, and a Tranche has occurred and successor depositary is continuingnot appointed within 90 days, or (ivf) Euroclear an Event of Default occurs and is continuing and the Issuer is required pursuant to the terms of the Indenture to exchange all or Clearstream is closed part of a Global Note for business for a continuous period of 14 days (other than by reason of legal holidays) one or announces an intention permanently to cease businessmore Definitive Notes, then the Book-Entry Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which Note Custodian and the applicable CDIs are held that Trustee and request the corresponding Global Note or Global Trustee to issue Definitive Notes will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 of the applicable Indenture. Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Holder shall specify upon cancellation in accordance with Article Two of the corresponding CDIs Indenture and all the Book-Entry Interests with respect thereto. The Depositary agrees, for the benefit of the applicable Trustee and holders of the applicable Book-Entry Interests, agrees that in such event it will promptly surrender surrender, or cause the corresponding Global Note or Custodian to surrender, the Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation and that such Global Notes will be cancelled upon issuance of such Definitive Notes. In no event will Definitive Notes be issued in bearer form. Delivery of Definitive Notes pursuant to this Section 2.06 2.05 shall be made free of any fees of the applicable IndentureBook-Entry Depositary to the Depositary or the beneficial owner thereof.