iesy Repository GmbH - Irish Stock Exchange

otherwise. The Trustee will be permitted to engage in other transactions; provided, however, that if it acquires any conflicting
interest it must either eliminate such conflict within 90 days or resign.
The Indenture sets out the terms under which the Trustee may retire or be removed, and replaced. Such terms will
include, among others, (1) that the Trustee may be removed at any time by the Holders of a majority in principal amount of
the then outstanding Notes, or may resign at any time by giving written notice to the Issuer and (2) that if the Trustee at any
time (a) has or acquires a conflict of interest that is not eliminated, (b) fails to meet certain minimum limits regarding the
aggregate of its capital and surplus or (c) becomes incapable of acting as Trustee or becomes insolvent or bankrupt, then the
Issuer may remove the Trustee, or any Holder who has been a bona fide Holder for not less than six months may petition any
court for removal of the Trustee and appointment of a successor Trustee.
Any removal or resignation of the Trustee shall not become effective until the acceptance of appointment by the
successor Trustee.
Notices
The Indenture provides for the indemnification of the Trustee in connection with its actions under the Indenture.
All notices to Holders of each series of Notes will be validly given if mailed to them at their respective addresses in the
register of the Holders of such Notes, if any, maintained by the Registrar. In addition, for so long as any of the Notes are
listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, notices, with
respect to the Notes listed on the Irish Stock Exchange will be published by delivery to the Companies Announcement Office
in Dublin. In addition, for so long as any Notes are represented by Global Notes, all notices to Holders of the Notes will be
delivered to Euroclear, Clearstream and DTC, each of which will give such notices to the holders of Book Entry Interests.
Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on
different dates, on the first date on which publication is made, provided that, if notices are mailed, such notice shall be
deemed to have been given on the later of such publication and the seventh day after being so mailed. Any notice or
communication mailed to a Holder shall be mailed to such Person by first-class mail or other equivalent means and shall be
sufficiently given to him if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it.
Currency Indemnity and Calculation of Euro-denominated Restrictions
In the case of (1) the Euro Notes, the euro and (2) the Dollar Notes, the dollar is the sole currency of account and
payment for all sums payable by the Issuer or any Subsidiary Guarantor under or in connection with the Notes, including
damages. Any amount received or recovered in a currency other than euro (in the case of Euro Notes) or dollar (in the case of
Dollar Notes), whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the windingup
or dissolution of the Issuer or any Subsidiary Guarantor or otherwise by any Holder of a Euro Note or Dollar Note, as the
case may be, or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or any Subsidiary Guarantor
will only constitute a discharge to the Issuer or any Subsidiary Guarantor to the extent of the euro amount or dollar amount,
as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on
the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it
is practicable to do so).
If that euro amount is less than the euro amount expressed to be due to the recipient or the relevant Trustee under any
Euro Note, or if the dollar amount is less than the dollar amount expressed to be due to the recipient or the Trustee under any
Dollar Note, the Issuer and any Subsidiary Guarantor will indemnify them against any loss sustained by such recipient as a
result. In any event, the Issuer and any Subsidiary Guarantor will indemnify the recipient against the cost of making any such
purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein
for the Holder of a Note or the Trustee to certify in a manner satisfactory to the Issuer (indicating the sources of information
used) the loss it Incurred in making any such purchase. These indemnities constitute a separate and independent obligation
from the Issuer and any Subsidiary Guarantor’s other obligations, will give rise to a separate and independent cause of action,
will apply irrespective of any waiver granted by any Holder of a Note or the Trustee (other than a waiver of the indemnities
set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated
amount in respect of any sum due under any Note or to the Trustee.
Except as otherwise specifically set forth herein, for purposes of determining compliance with any euro-denominated
restriction herein, the Euro Equivalent amount for purposes hereof that is denominated in a non-euro currency shall be
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