book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. Indirect access to the Depositary system is available to others such as banks, brokers, dealers, and trust companies that clear through, or maintain a custodial relationship with, a
participant, either directly or indirectly, or indirect participants.
Although the Depositary has agreed to the foregoing procedures in
order to facilitate transfers of interests in the Global Notes among participants of the Depositary, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by the Depositary or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
Clearstream, Luxembourg and Euroclear hold interests on behalf of their participating organizations through customers securities
accounts in Clearstream, Luxembourgs and Euroclears names on the books of their respective depositaries, which hold those interests in customers securities accounts in the depositaries names on the books of the Depositary. At
the present time, Citibank, N.A. acts as U.S. depositary for Clearstream, Luxembourg and JPMorgan Chase Bank, N.A. acts as U.S. depositary for Euroclear, and we refer to them as the U.S. Depositaries.
Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.
Clearstream, Luxembourg holds securities for its participating organizations, or Clearstream
Participants, and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement
of certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance, and settlement of internationally traded securities and securities lending and borrowing.
Clearstream, Luxembourg interfaces with domestic markets in several countries.
Clearstream, Luxembourg is registered as a bank in
Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier and the Banque Centrale du Luxembourg, which supervise and oversee the activities of Luxembourg banks. Clearstream Participants are world-wide
financial institutions including underwriters, securities brokers and dealers, banks, trust companies, and clearing corporations, and may include the underwriters or their affiliates. Indirect access to Clearstream, Luxembourg is available to other
institutions that clear through, or maintain a custodial relationship with, a Clearstream Participant. Clearstream, Luxembourg has established an electronic bridge with Euroclear as the operator of the Euroclear System, or the Euroclear
Operator, in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear Operator.
Distributions
with respect to any series of notes held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for
Clearstream, Luxembourg.
Euroclear holds securities and book-entry interests in securities for participating organizations, or Euroclear
Participants, and facilitates the clearance and settlement of securities transactions between Euroclear Participants, and between Euroclear Participants and participants of certain other securities intermediaries through electronic book-entry
changes in accounts of such participants or other securities intermediaries. Euroclear provides Euroclear Participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related
services. Euroclear Participants are investment banks, securities brokers and dealers, banks, central banks, supranationals, custodians, investment managers, corporations, trust companies, and certain other organizations, and may include the
underwriters or their affiliates.
Non-participants
in
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