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CLEARING AND SETTLEMENTBook-Entry OwnershipReg<strong>is</strong>tered NotesThe Issuer may make applications to Clearstream and/or Euroclear for acceptance in their respective book<strong>en</strong>trysystems in respect of the Notes to be repres<strong>en</strong>ted by a Global Certificate. Each Global Certificate<strong>de</strong>posited with a nominee for Clearstream and/or Euroclear will have an ISIN and a Common Co<strong>de</strong>.The Issuer and a rele<strong>van</strong>t U.S. ag<strong>en</strong>t appointed for such purpose that <strong>is</strong> an eligible DTC participant may makeapplication to DTC for acceptance in its book-<strong>en</strong>try settlem<strong>en</strong>t system of the Reg<strong>is</strong>tered Notes repres<strong>en</strong>ted bya Global Certificate. Each such Global Certificate will have a CUSIP number. Each Global Certificate will besubject to restrictions on transfer contained in a leg<strong>en</strong>d appearing on the front of such Global Certificate, as setout un<strong>de</strong>r “Transfer Restrictions”. In certain circumstances, as <strong>de</strong>scribed below in “Transfers of Reg<strong>is</strong>teredNotes”, transfers of interests in a Global Certificate may be ma<strong>de</strong> as a result of which such leg<strong>en</strong>d may nolonger be required.In the case of a Tranche of Reg<strong>is</strong>tered Notes to be cleared through the facilities of DTC, the custodian, withwhom the Global Certificates are <strong>de</strong>posited, and DTC will electronically record the nominal amount of theReg<strong>is</strong>tered Notes held within the DTC system. Investors may hold their b<strong>en</strong>eficial interests in a GlobalCertificate directly through DTC if they are participants in the DTC system, or indirectly throughorgan<strong>is</strong>ations which are participants in such system.Paym<strong>en</strong>ts of the principal of, and interest on, each Global Certificate reg<strong>is</strong>tered in the name of DTC’s nomineewill be to or to the or<strong>de</strong>r of its nominee as the reg<strong>is</strong>tered owner of such Global Certificate. The Issuer expectsthat the nominee, upon receipt of any such paym<strong>en</strong>t, will immediately cre<strong>dit</strong> DTC participants’ accounts withpaym<strong>en</strong>ts in amounts proportionate to their respective b<strong>en</strong>eficial interests in the nominal amount of therele<strong>van</strong>t Global Certificate as shown on the records of DTC or the nominee. The Issuer also expects thatpaym<strong>en</strong>ts by DTC participants to owners of b<strong>en</strong>eficial interests in such Global Certificate held through suchDTC participants will be governed by standing instructions and customary practices, as <strong>is</strong> now the case withsecurities held for the accounts of customers reg<strong>is</strong>tered in the names of nominees for such customers. Suchpaym<strong>en</strong>ts will be the responsibility of such DTC participants. None of the Issuer, any Paying Ag<strong>en</strong>t, anyExchange Ag<strong>en</strong>t or any Transfer Ag<strong>en</strong>t will have any responsibility or liability for any aspect of the recordsrelating to or paym<strong>en</strong>ts ma<strong>de</strong> on account of ownership interests in the Global Certificates or for maintaining,superv<strong>is</strong>ing or reviewing any records relating to such ownership interests.All Reg<strong>is</strong>tered Notes will initially be in the form of a Global Certificate. Individual Certificates will only beavailable in amounts of USD 100,000 (or its equival<strong>en</strong>t roun<strong>de</strong>d upwards as agreed betwe<strong>en</strong> the Issuer and therele<strong>van</strong>t Dealer(s)), or higher integral multiples of USD 1,000, in certain limited circumstances <strong>de</strong>scribedbelow.Transfers of Reg<strong>is</strong>tered NotesTransfers of interests in Global Certificates within DTC, Clearstream and Euroclear will be in accordance withthe usual rules and operating procedures of the rele<strong>van</strong>t clearing system. The laws of some states in the UnitedStates require that certain persons take physical <strong>de</strong>livery in <strong>de</strong>finitive form of securities. Consequ<strong>en</strong>tly, theability to transfer interests in a Global Certificate to such persons may be limited. Because DTC can only acton behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having aninterest in a Global Certificate to pledge such interest to persons or <strong>en</strong>tities that do not participate in DTC, orotherw<strong>is</strong>e take actions in respect of such interest, may be affected by the lack of a physical certificate inrespect of such interest.235