or the trustee will have any responsibility for the performance or nonperformance by DTC or its participants or indirect participants of their respective obligations under the rules and
procedures governing their operations.
The indenture provides that the global securities will be exchanged for debt securities in
certificated form of like tenor and of an equal principal amount, in authorized denominations in the following limited circumstances:
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(1)
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DTC notifies us that it is unwilling or unable to continue as depository or if DTC ceases to be eligible under
the indenture and we do not appoint a successor depository within 90 days;
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(2)
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we determine that the debt securities will no longer be represented by global securities and execute and
deliver to the trustee an order to such effect; or
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(3)
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an event of default with respect to the debt securities has occurred and is continuing.
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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 DTCs 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 DTCs 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 DTCs rules and procedures.
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 system.
Governing Law
The indenture is, and the
debt securities will be, governed by, and construed in accordance with, the laws of the State of New York.
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