These certificated debt securities will be
registered in such name or names as DTC will instruct the trustee.
It is expected that such instructions may be based upon directions
received by DTC from participants with respect to ownership of
beneficial interests in global securities.
The information in this section of this prospectus
concerning DTC and DTC’s book-entry system has been obtained from
sources that we believe to be reliable, but we do not take
responsibility for this information.
Euroclear and Clearstream
If the depositary for a global security is DTC, you
may hold interests in the global security through Clearstream
Banking, société anonyme, which we refer to as
“Clearstream,” or Euroclear Bank SA/NV, as operator of the
Euroclear System, which we refer to as “Euroclear,” in each case,
as a participant in DTC. Euroclear and Clearstream will hold
interests, in each case, on behalf of their participants through
customers’ securities accounts in the names of Euroclear and
Clearstream on the books of their respective depositaries, which in
turn will hold such interests in customers’ securities in the
depositaries’ names on DTC’s books.
Payments, deliveries, transfers, exchanges, notices
and other matters relating to the debt securities made through
Euroclear or Clearstream must comply with the rules and procedures
of those systems. Those systems could change their rules and
procedures at any time. We have no control over those systems or
their participants, and we take no responsibility for their
activities. Transactions between participants in Euroclear or
Clearstream, on one hand, and other participants in DTC, on the
other hand, would also be subject to DTC’s rules and
Investors will be able to make and receive through
Euroclear and Clearstream payments, deliveries, transfers,
exchanges, notices and other transactions involving any securities
held through those systems only on days when those systems are open
for business. Those systems may not be open for business on days
when banks, brokers and other institutions are open for business in
the United States.
In addition, because of time-zone differences, U.S.
investors who hold their interests in the debt securities through
these systems and wish on a particular day, to transfer their
interests, or to receive or make a payment or delivery or exercise
any other right with respect to their interests, may find that the
transaction will not be effected until the next business day in
Luxembourg or Brussels, as applicable. Thus, investors who wish to
exercise rights that expire on a particular day may need to act
before the expiration date. In addition, investors who hold their
interests through both DTC and Euroclear or Clearstream may need to
make special arrangements to finance any purchase or sales of their
interests between the U.S. and European clearing systems, and those
transactions may settle later than transactions within one clearing
The indenture and the debt securities will be
governed by, and construed in accordance with, the laws of the
State of New York.
Regarding the Trustee
The Bank of New York Mellon Trust Company, N.A. is
the trustee under the indenture.
The trustee is permitted to engage in transactions,
including commercial banking and other transactions, with us and
our subsidiaries from time to time; provided that if the trustee
acquires any conflicting interest it must eliminate such conflict
upon the occurrence of an event of default, or else resign.