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 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 (a) Members of, or participants in, a Clearing System (“Participants”), which may include Euroclear and Clearstream in the case of Rule 144A Global Notes held by DTC and may include DTC in the case of the Regulation S Global Note held by Euroclear and/or Clearstream, shall hold have no rights under this Agreement with respect to the Global Note of each Tranche of Notes held on their behalf by a Clearing System, the Custodian, as its custodian, or the Common Depositary, as common depositary, or under such Global Notes. Cede, as nominee for DTC in custody for the benefit respect of the Clearing Systems. The Depositary shall not transfer or lend any Rule 144A Global Note Notes and Citivic, as nominee for Euroclear and Clearstream in respect of a Tranche or any interest therein except that (i) a the Regulation S Global Note of a Tranche Notes, may be exchanged in whole or in parttreated by the Issuer, pursuant to Section 2.06 the Agents and any other agent of the applicable IndentureIssuer or the Agents as the absolute owner of such Rule 144A Global Notes or the Regulation S Global Notes, (iias applicable, for all purposes whatsoever except as provided in Section 7(b) 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 and 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 extent that in accordance with Section 3.6 hereofthe relevant Clearing System’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owner through participants. Notwithstanding the foregoing, nothing herein shall (x) prevent the Depositary shall not under Issuer, the Agents or any circumstances surrender other agent of the Issuer or deliver any Global Note the Agents from giving effect to any written certification, proxy or other authorization furnished by a Clearing SystemSystem or (y) impair, as between a Clearing System and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to the Clearing Systems, their successors or their respective nominees except as provided below. If Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of the Clearing Systems and their Participants and the provisions of Section 6 hereof. In addition, Definitive Notes shall be issued to beneficial owners of interests in a Global Note, in exchange for such beneficial interests, only if (i) DTC, Euroclear or Clearstream (A) the relevant Clearing System 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 Notes or the Regulation S Global Notes, as the case may be, or if at any time (B) DTC is unable to or ceases to be a clearing agency registered as such under the Exchange Act and at a time when DTC is required to be so registered 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 order to act as Depositary and depositary, and, in case of either (A) or (B), a successor Depositary depositary, which is a clearing agency registered as such under the Exchange Act in the case of the Rule 144A Global Notes, is not appointed by the Issuer within 120 90 days after receipt of such notificationnotice or becoming aware that DTC is no longer so registered, (iiiii) so requested by DTC, Euroclear, Clearstream, the Issuer or the applicable Trustee, in the an event of a winding-up of the Issuer or an Event of Default default (as defined in the applicable IndentureCondition 9) on the Notes of a Tranche has occurred and is continuing, continuing with respect to the Notes or (iviii) Euroclear the Issuer has or Clearstream is closed for business for a continuous period will become subject to adverse tax consequences which would not be suffered were the Notes in definitive form. Upon the occurrence of 14 days any event described in clause (other than by reason of legal holidaysi), (ii) or announces an intention permanently to cease business(iii) in the preceding sentence, 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 relevant 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 for exchange by the Agents into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount of such Global Notes. Any Definitive Notes will be executed by the Issuer and the Notes will be authenticated by the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) provided in a written notice to be given by the relevant Clearing System to the Agents at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each registered holder) and send other information as the Issuer or the Agents shall reasonably request. The Agents shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note 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 Trustee to beneficial interests in connection with such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for cancellation an interest in a Global Note pursuant to Section 2.06 5(b) shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the applicable Indenturelegend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder is entitled to take under this Agreement or the 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 (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 or in part, pursuant to Section 2.06 of the applicable IndentureCede as nominee for DTC, (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 Custodian as custodian for cancellation pursuant DTC and (iii) bear legends as referred to in Section 2.12 2(b), substantially in the form provided for in Exhibit A-1 and Exhibit A-2 hereof. Members of, or participants in, DTC (“Participants”) shall have no rights under this Agreement with respect to any Global Notes held on their behalf by DTC, or the Custodian as its custodian, or under such Global Notes and Cede, as nominee for DTC, may be treated by the 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 hereofNotes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Depositary shall not under Issuer, the Guarantor, the Agents or any circumstances surrender agent of the Issuer, the Guarantor or deliver any Global Note the Agents from giving effect to any Clearing Systemwritten certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to DTC, its successors or their respective nominees except as provided below. If 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, Definitive Notes shall be issued to beneficial owners of interests in the Global Notes, in exchange for such beneficial interests, only if (i) DTC, Euroclear or Clearstream DTC (A) notifies the Depositary Issuer and the Guarantor 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 Notes or the Regulation S Global Notes, as the case may be, or if at any time DTC is unable to or (B) ceases to be a clearing agency registered as such under the Exchange Act, and, in case of either (A) or (B), a successor depositary which is a clearing agency registered as such 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 notification90 days, (ii) subject to (iii) so requested by DTCbelow, 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 Section 5 of the applicable IndentureConditions) on the Notes of a Tranche has occurred and is continuing, (iii) in the event of an Event of Default as described in Section 5(b)(viii), 5(b)(ix) and 5(b)(x) of the Conditions, the Issuer fails to make payment on the Notes when due 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 or the Clearing System in which Guarantor executes and delivers to the applicable CDIs are held Fiscal Agent an order (an “Issuer Order” or “Guarantor Order”) stating that the corresponding Global Note or all Global Notes will shall 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 (in which case such exchange shall be issued effected by the Fiscal Agent or the Registrar). Upon the occurrence of any event described in such names and amounts as clause (i), (ii), (iii) or (iv) in the applicable Clearing System preceding sentence, DTC 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 Notes for exchange by the Registrar into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount such Global Notes. The Issuer shall provide the Registrar with Definitive Notes inventory. Such Definitive Notes will be executed by the Issuer, endorsed with the Guarantee by the Guarantor, and will be authenticated by the Registrar or the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of US $200,000 and integral multiples of $1,000 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 registered holder). The Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note or 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 to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in one of the Global Notes held pursuant to paragraph (b) of this Section shall, except as otherwise provided by it to Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the applicable Trustee in connection with legend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of any Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such exchange for cancellation pursuant registered holder is entitled to Section 2.06 of take under this Agreement, the applicable IndentureNotes or the Guarantee.

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 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 Book-Entry Depositary shall hold the Global Note of each Tranche of Notes in custody for the benefit of the Clearing SystemsDepository or any transferee permitted hereunder. The Book-Entry Depositary shall not transfer transfer, lend or lend dispose of any Global Note of a Tranche or any interest therein for any reason, except that (i) the Book-Entry Depositary may transfer 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 Book-Entry Depositary appointed in accordance with Section 3.6 3.08 hereof and may exchange or cancel a Global Note as provided in this Section 2.04 and Section 2.05 hereof. Notwithstanding the foregoing, the Book-Entry Depositary shall not under any circumstances surrender or deliver any Global Note to the Depository or any Clearing Systemof its custodians or nominees. If In the event that: (ia) DTC, Euroclear or Clearstream the Book-Entry Depositary notifies the Company and the Trustee under Section 3.08 hereof that it is unwilling or unable to continue as Book-Entry Depositary with respect to the Global Notes, and no successor Book-Entry Depositary has been appointed in accordance with the provisions of Article III thereof by the Company within 90 days of such notification; (b) the Depository notifies the Book-Entry Depositary that it is unwilling or unable to continue as a Clearing System Depositary with respect to the CDIs issued by the Depositary with respect of any Tranche of Notes, or if at any time DTC it 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 Depositary registered as a clearing agency under the Exchange Act is not appointed by the Book-Entry Depositary with respect to the CDIs at the written request of the Issuer Company 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 90 days of such notification, ; or (iiic) so requested by DTC, Euroclear, Clearstream, after the Issuer or the applicable Trustee, in the event occurrence of a winding-up of the Issuer or an Event of Default with respect to any class of Notes, owners of Book-Entry Interests of a subclass within such class representing an aggregate of not less than 51% of the aggregate outstanding principal balance of Notes of such subclass advise the Company, the Trustee, the Book-Entry Depositary and the Depository through the Participants in writing that the continuation of a book-entry system through the Depository (as defined or a successor thereto) is no longer in the applicable Indenture) on the Notes best interests of a Tranche has occurred and is continuing, or (iv) Euroclear or Clearstream is closed for business for a continuous period such owners of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business, such subclass; then the Book-Entry Depositary shall upon written direction from the Issuer promptly notify the Clearing System in which the applicable CDIs are held Depository that the corresponding Global Note Notes, or Global Notes those of the relevant subclass, as the case may be, will be exchanged in whole or in part for Definitive Registered Notes of the applicable Tranche pursuant to Section 2.06 2.07 of the applicable Indenture. Indenture and Definitive Registered Notes of the applicable Tranche of Notes shall be issued in such names and amounts denominations as the applicable Clearing System Depository shall specify in writing to the Book-Entry Depositary upon cancellation of the corresponding CDIs and all Book-Entry Interests with respect thereto. The Depositary agrees, for (it being understood that such specifications will be based upon directions received by the benefit Depository from its Participants reflecting the beneficial ownership of the applicable Trustee and holders of the applicable Book-Entry Interests, ). The Book-Entry Depositary agrees that in any 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 2.07 of the applicable IndentureIndenture and shall cancel the corresponding CDIs. None of the Depository, any of the Participants or any owners or beneficial owners of Book-Entry Interests will be obligated to pay or otherwise bear the costs of any tax or governmental charge or any cost or expense of the Company or the Book-Entry Depositary relating to insurance, postage, transportation or any similar charge, in connection with any issuance of Definitive Registered Notes pursuant to this Section 2.04; all such costs and expenses shall be paid by the Company subject to the exception set forth in Section 3.06(b) hereof.

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.

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 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 Book-Entry Depositary shall hold the Global Note of each Tranche of Notes in custody for the benefit of the Clearing SystemsDepository or any transferee permitted hereunder. The Book-Entry Depositary shall not transfer transfer, lend or lend dispose of any Global Note of a Tranche or any interest therein for any reason, except that (i) the Book-Entry Depositary may transfer 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 Book-Entry Depositary appointed in accordance with Section 3.6 3.08 hereof and may exchange or cancel a Global Note as provided in this Section 2.04 and Section 2.05 hereof. Notwithstanding the foregoing, the Book-Entry Depositary shall not under any circumstances surrender or deliver any Global Note to the Depository or any Clearing Systemof its custodians or nominees. If In the event that: (ia) DTC, Euroclear or Clearstream the Book-Entry Depositary notifies the Company and the Trustee under Section 3.08 hereof that it is unwilling or unable to continue as Book-Entry Depositary with respect to the Global Notes, and no successor Book-Entry Depositary has been appointed in accordance with the provisions of Article III thereof by the Company within 90 days of such notification; (b) the Depository notifies the Book-Entry Depositary that it is unwilling or unable to continue as a Clearing System Depositary with respect to the CDIs issued by the Depositary with respect of any Tranche of Notes, or if at any time DTC it is unable to or ceases to be a clearing agency registered under the Act and a successor Depositary registered as a clearing agency under the Exchange Act and in either case a successor Clearing System with respect to such CDIs is not appointed by the Book-Entry Depositary with respect to CDIs at the written request of the Issuer Company 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 90 days of such notification, ; or (iiic) so requested by DTC, Euroclear, Clearstream, after the Issuer or the applicable Trustee, in the event occurrence of a winding-up of the Issuer or an Event of Default (as defined in the applicable Indenture) on the Notes with respect to any class of a Tranche has occurred and is continuingNotes, or (iv) Euroclear or Clearstream is closed for business for a continuous period owners 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 a subclass within such class representing an aggregate of not less than 51% of the applicable Trustee and holders aggregate outstanding principal balance of Notes of such subclass advise the applicable Company, the Trustee, the Book-Entry Interests, Depositary and the Depository through the Participants in writing that it will promptly surrender the corresponding Global Note continuation of a book-entry system through the Depository (or Global Notes held by it to a successor thereto) is no longer in the applicable Trustee in connection with best interests of such exchange for cancellation pursuant to Section 2.06 owners of the applicable Indenture.such subclass;

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. (a) The Depositary Global Notes initially shall hold be registered in the Global Note name of each Tranche of Notes in custody Cede as nominee 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 IndentureDTC, (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 Custodian as custodian for cancellation pursuant DTC and (iii) bear legends as referred to in Section 2.12 2(b), substantially in the form provided for in Exhibit A-1 and Exhibit A-2 hereof. Members of, or participants in, DTC (“Participants”) shall have no rights under this Agreement with respect to any Global Notes held on their behalf by DTC, or the Custodian as its custodian, or under such Global Notes and Cede, as nominee for DTC, may be treated by the Issuer, the Agents and any agent of the applicable Indenture and (iv) any Issuer 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 hereofNotes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Depositary shall not under Issuer, the Agents or any circumstances surrender agent of the Issuer or deliver any Global Note the Agents from giving effect to any Clearing Systemwritten certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to DTC, its successors or their respective nominees except as provided below. If 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, Definitive Notes shall be issued to beneficial owners of interests in the Global Notes, in exchange for such beneficial interests, only if (i) DTC, Euroclear or Clearstream DTC (A) 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 Notes or the Regulation S Global Notes, as the case may be, or if at any time DTC is unable to or (B) ceases to be a clearing agency registered as such under the Exchange Act, and, in case of either (A) or (B), a successor depositary which is a clearing agency registered as such 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 notification90 days, (ii) subject to (iii) so requested by DTCbelow, 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 Section 5 of the applicable IndentureConditions) on the Notes of a Tranche has occurred and is continuing, (iii) in the event of an Event of Default as described in Section 5(b)(viii), 5(b)(ix) and 5(b)(x) of the Conditions, the Issuer fails to make payment on the Notes when due 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 executes and delivers to the Clearing System in which the applicable CDIs are held Fiscal Agent an order (an “Issuer Order”) stating that the corresponding Global Note or all Global Notes will shall 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 (in which case such exchange shall be issued effected by the Fiscal Agent or the Registrar). Upon the occurrence of any event described in such names and amounts as clause (i), (ii), (iii) or (iv) in the applicable Clearing System preceding sentence, DTC 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 Notes for exchange by the Registrar into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount such Global Notes. Such Definitive Notes will be executed by the Issuer and will be authenticated by the Registrar or the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of US$2,000 and integral multiples of $1,000 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 registered holder). The Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note or 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 to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in one of the Global Notes held by it to the applicable Trustee in connection with such exchange for cancellation pursuant to paragraph (b) of this Section 2.06 shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the applicable Indenturelegend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of any Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder is entitled to take under this Agreement or the Notes.