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Transfers
Transfers between participants in Euroclear or Clearstream will be effected in accordance with Euroclear and
Clearstream’s rules and will be settled in immediately available funds. If a holder of Notes requires physical delivery of
Definitive Registered Notes for any reason, including to sell Notes to persons in states which require physical delivery of
such securities or to pledge such securities, such holder of Notes must transfer its interests in the Global Note in
accordance with the normal procedures of Euroclear and Clearstream and in accordance with the procedures set forth in
the Indenture governing the Notes.
The Global Note will bear a legend to the effect set forth under “
Transfer restrictions.
” Book-Entry Interests in the
Global Note will be subject to the restrictions on transfers and certification requirements discussed under “
Transfer
restrictions.
”
Definitive Registered Notes may be transferred and exchanged for Book-Entry Interests in the Global Note only as
described under “
Description of Notes—Transfer and Exchange
” and, if required, only if the transferor first delivers to
the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with
the appropriate transfer restrictions applicable to such Notes. See “
Transfer restrictions
.”
Information concerning Euroclear and Clearstream
All Book-Entry Interests will be subject to the operations and procedures of Euroclear and Clearstream, as applicable.
The Group provides the following summaries of those operations and procedures solely for the convenience of investors.
The operations and procedures of the settlement system are controlled by the settlement system and may be changed at
any time. Neither the Group nor the Initial Purchaser is responsible for those operations or procedures.
The Group understands as follows with respect to Euroclear and Clearstream:
Euroclear and Clearstream hold securities for participating organizations.
Euroclear and Clearstream facilitate the clearance and settlement of securities transactions between their
participants through electronic book-entry changes in the accounts of such participants.
Euroclear and Clearstream provide various services to their participants, including the safekeeping,
administration, clearance, settlement, lending and borrowing of internationally traded securities.
Euroclear and Clearstream interface with domestic securities markets.
Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and
dealers, banks, trust companies and certain other organizations.
Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Euroclear and Clearstream participant,
either directly or indirectly.
Because Euroclear and Clearstream can only act on behalf of participants, who in turn act on behalf of indirect
participants and certain banks, the ability of an owner of a beneficial interest to pledge such interest to persons or entities
that do not participate in the Euroclear and/or Clearstream systems, or otherwise take actions in respect of such interest,
may be limited by the lack of a definitive certificate for that interest. The laws of certain jurisdictions require that certain
persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests to
such persons may be limited.
Global clearance and settlement under the book-entry system
The Notes represented by the Global Note are expected to be listed on the Irish Stock Exchange and admitted for trading
on the Global Exchange Market. Transfers of interests in the Global Note between participants in Euroclear or
Clearstream will be effected in the ordinary way in accordance with their respective system’s rules and operating
procedures.
Although Euroclear and Clearstream currently follow the foregoing procedures in order to facilitate transfers of interests
in the Global Note among participants in Euroclear or Clearstream, they are under no obligation to perform or continue
to perform such procedures, and such procedures may be discontinued or modified at any time. None of us, the Trustee
