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Definitive Registered Notes issued in exchange for a Book-Entry Interest will, except as set forth in the Indenture or as
otherwise determined by the Issuer in compliance with applicable law, be subject to, and will have a legend with respect
to, the restrictions on transfer described under "
Notice to Investors
".
Subject to the restrictions on transfer referred to above, Notes issued as Definitive Registered Notes may be transferred
or exchanged, in whole or in part, in denominations of $200,000 in principal amount or integral multiples of $1,000 in
excess thereof, to persons who take delivery thereof in the form of Definitive Registered Notes. In connection with any
such transfer or exchange, the Indenture will require the transferring or exchanging holder, among other things, to
furnish appropriate endorsements and transfer documents, to furnish information regarding the account of the transferee
at Euroclear or Clearstream, where appropriate, to furnish certain certificates and opinions, and to pay any taxes, duties
and governmental charges in connection with such transfer or exchange. Any such transfer or exchange will be made
without charge to the holder of the Notes, other than any taxes, duties and governmental charges payable in connection
with such transfer or exchange.
Notwithstanding the foregoing, the Issuer is not required to register the transfer of any Definitive Registered Notes: (1)
for a period of 15 calendar days prior to any date fixed for the redemption of the Notes; (2) for a period of 15 calendar
days immediately prior to the date fixed for selection of Notes to be redeemed in part; (3) for a period of 15 calendar
days prior to the record date with respect to any interest payment date; or (4) which the holder of the Notes has tendered
(and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.
Paying Agent and Registrar for the Notes
The Issuer will maintain one or more paying agents (each, a "
Paying Agent
") for the Notes in London, for so long as the
Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market
of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require. The initial Paying Agent will be
Citibank, N.A., London Branch.
The Issuer will ensure that it maintains a Paying Agent in a member state of the European Union that will not be
obligated to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC, or any law implementing, or
complying with or introduced in order to conform to, such directive.
The Issuer will also maintain both a registrar (the "
Registrar
") and a transfer agent (the "
Transfer Agent
"). The initial
Registrar will be Citigroup Global Markets Deutschland AG and the initial transfer agent will be Citibank, N.A., London
Branch. The Registrar will maintain a register reflecting record ownership of the Regulation S Global Note and any
Definitive Registered Notes outstanding from time to time, and the Transfer Agent will facilitate transfers of any
Definitive Registered Notes on behalf of the Issuer.
The Issuer may change any Paying Agent, the Registrar or the Transfer Agent without prior notice to the holders of the
Notes. For so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the
Global Exchange Market of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Issuer will
publish a notice of any change of Paying Agent in a newspaper having a general circulation in Ireland (which is expected
to be
The Irish Times
) or, to the extent and in the manner permitted by such rules, post such notice on the official website
of the Irish Stock Exchange (
).
No service charge will be made for any registration or transfer or exchange of the Notes, but the Issuer may require
payment of a sum sufficient to cover any agency fee or similar charge payable in connection with any such registration
of transfer or exchange of Notes.
Note Guarantees
The obligations of the Issuer under the Notes will be guaranteed by each Guarantor. These Note Guarantees are joint and
several obligations of the Guarantors. The obligations of the Guarantors will be contractually limited under the
applicable Note Guarantees to reflect limitations under applicable law with respect to maintenance of share capital,
corporate benefit, fraudulent conveyance and other legal restrictions applicable to the Guarantors and their respective
shareholders, directors and general partners, and the Issuer and each Guarantor will waive all procedural rights under
Jersey law in relation to the Notes Guarantees. See “
Risk Factors—Risks related to the Notes and the Structure of the
Offering—The Guarantees will be subject to certain limitations on enforcement and may be limited by applicable laws or
subject to certain defenses that may limit their validity and enforceability
” and “
Certain insolvency law and local law
limitations on guarantees
”.
Note Guarantees Release
The Note Guarantee of a Guarantor will be released:
(1)
in connection with any sale or other disposition of all or substantially all of the properties or assets of that
Guarantor (including by way of merger, amalgamation or consolidation) to a Person that is not (either before
or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other
